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Terms of Use

EFFECTIVE JULY 1ST, 2024

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU SHOULD NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Welcome to Scoop! Please read on to learn the rules and restrictions that govern your use of our websites, products, services and applications (the “Services”).

These Terms of Use (the “Terms”) are a binding contract between you and Scoop Commute, Inc. (“Scoop,” “we” and “us”). The Terms limit Scoop’s liability and your remedies against Scoop. You must agree to and accept all of the Terms, or you do not have the right to use the Services. Your using the Services in any way means that you agree to be bound by all of these Terms. These Terms include the provisions below, as well as those in the Privacy Policy.

 

Will these Terms ever change?

We are constantly improving our Services, and in doing so, these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, effective upon your acceptance of the new Terms.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms, it means you agree to be bound by all such changes to the Terms and such changes will supersede any prior Terms or other agreements with you.

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How do I start using Scoop?

Scoop provides a means to enable people who seek a carpool ride to and from work ("Riders") to be matched with other commuters, like your co-workers and neighbors driving near or to those destinations ("Drivers").

You promise to provide us with accurate, complete, and updated registration information (including, but not limited to, name, email, phone number, credit card information) about yourself. You may not input a fake or fraudulent name, or another person’s name with the intent to impersonate that person. You may not transfer your account or share your account with anyone else without our prior written permission.

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What about my privacy?

Scoop takes user privacy very seriously. By using the Services, you consent and agree to the collection, use, and disclosure of your personally identifiable information and any other information provided by you to Scoop in accordance with our Privacy Policy.

Who can use Scoop?

You represent and warrant that you are an individual of at least 18 years of age and able to form a binding contract. You will only use the Services for your own personal, noncommercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you.

You hereby acknowledge and agree that you are not an employee, agent, independent contractor, partner, or joint venture of Scoop, and that you do not have any authority of any kind to bind Scoop in any respect whatsoever.

If applicable laws prohibit your use of the Services, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your use of the Services in a way that breaks the law.

To the extent permitted by law, Scoop reserves the right to refuse or deny access to its Services at any time to any user and within its sole discretion.

What are the requirements for being a Scoop user?‍

By using the Services, you represent and agree that:

  • You will not discriminate or harass anyone on any illegal basis, including but not limited to, the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.

You’re responsible for any activity associated with your account. As such, you also represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:

  • Provides misinformation or provides information with the intent to deceive Scoop with respect to usage, such as, but not limited to, providing inaccurate or false trip information, having multiple accounts, using fraudulent names or using names which you do not have the right to use;
  • Infringes or violates the intellectual property rights or any other rights of anyone else (including Scoop);
  • Violates any law or regulation, including any applicable export control laws;
  • Jeopardizes the security of your Scoop account or anyone else’s (such as allowing someone else to log in to the Services as you or sharing your password with anyone);
  • Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  • Violates the security of any computer network, or cracks any passwords or security encryption codes;
  • Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
  • “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
  • Copies or stores any significant portion of the Content;
  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

If your account is suspected of any of the violations above, you agree to participate in any investigations, including responding to requests for information and providing necessary documentation. If you are found in violation of any of the above, Scoop reserves the right to deactivate your account and recoup any funds that may have been issued to you in connection with the Services. Additionally, should your account be associated with an Affiliated Partner, your violation of any of the above or our Community Guidelines or Health & Safety Guidelines may be shared with such partners in Scoop’s sole discretion. 

Additionally, in order to access the Services, you may be required to sign up for an account using your email address and mobile phone number. Through your email address and mobile phone number, you will receive messages from Scoop and other users relating to your use of the Services. In the event you change or deactivate your mobile telephone number or email address, you agree to promptly update your Scoop account information.

By using the Services, you agree that we may communicate with you by automated SMS, MMS, text message or other electronic means to your mobile device, and your wireless service carrier’s standard charges, data rates and other fees may apply. Message frequency depends on your interaction with the Service. These communications, including SMS messages, may relate to your use of the Services as well as marketing and promotional information. You can discontinue SMS communications from Scoop at any time by replying to any text message from Scoop with “STOP” to stop SMS communications or “HELP” for instructions on how to unsubscribe. If you would ever like to re-subscribe to these SMS messages, please contact support@scoopcommute.com. If you have any questions about your text message or data plan, contact your wireless carrier.

The Services may contain links or connections to third party websites or services for the purpose of providing you with a backup commute option. These third party websites or services are not owned or controlled by Scoop and when you access or use third party websites or services, you understand and agree that they may send you communications and use, share, and store your personal information, subject to the third party’s Privacy Policy and Terms of Use. In addition, for commute, you understand and agree that these third party websites or services may share trip information with Scoop and with your Affiliated Partner, if applicable.

Scoop, at its sole discretion, may make available promotions, referral programs, and loyalty programs with different features to any Scoop users or prospective Scoop users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Scoop. Scoop reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Scoop determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. Scoop reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you.

When using Scoop commute, you are a part of a larger community of individuals. Scoop commute provides a means to enable people who seek a carpool ride to and from work ("Riders") to be matched with other commuters, like your co-workers and neighbors driving near or to those destinations ("Drivers"). We have certain expectations about what it means to be part of that community, and these can be found in Scoop’s Community Guidelines found here, and Scoop’s Health & Safety Guidelines found here, both of which are incorporated into these Terms. In order to use our Services, you must abide and agree to the Community Guidelines and Health & Safety Guidelines, as updated from time to time.

Are there any additional requirements to being a Driver?

If you use the Services as a Driver, you further represent, warrant, and agree that:

  • You are at least 18 years of age.
  • You possess a valid, current driver's license and are authorized to operate a motor vehicle in all jurisdictions in which you use the Services.
  • You are medically fit to drive in accordance with applicable law.
  • You own, or have the legal right to operate, the vehicle you use when commuting with Riders, and such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind.
  • You are named or scheduled on a valid insurance policy and have knowledge that it satisfies relevant state and local laws and covers your use of the Services, including the vehicle and locations you use when commuting with Riders.
  • You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) and have knowledge that such liability insurance covers any losses related to the operation of your vehicle, your provision of rides to Riders, and your use of the Services.
  • You will be solely responsible for any and all liability which results from or is alleged as a result of the operation of the vehicle you use to commute with Riders, including, but not limited to personal injuries, death and property damages.
  • You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Scoop may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.
  •  In the event of a motor vehicle accident you will be solely responsible for compliance with any applicable statutory or department of motor vehicles requirements, and for all necessary contacts with your insurance carrier.
  • You will obey all local laws, including traffic laws, related to the matters set forth herein, and will be solely responsible for any violations of such local laws.
  • You will not make any misrepresentation regarding Scoop, the Services or your status as a Driver, offer or provide transportation service for profit, as a public carrier, taxi service, livery, or Transportation Network Company (“TNC”), charge for rides or otherwise seek compensation from Riders other than the reimbursement Scoop seeks on your behalf, or engage in any other activity in a manner that is inconsistent with your obligations under these Terms.
  • You will not accept cash payments or any other form of compensation directly from Riders or other passengers.
  • You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
  • You are an independent third party volunteering to drive others in a share the expense carpooling arrangement, and are not an employee or agent of Scoop.
  • You will cooperate fully with Scoop in the event that Scoop chooses to verify any or all of these Driver requirements.

 

What are the consequences for not complying with the foregoing sections or the Terms overall?

A violation of any of the foregoing, the Community Guidelines, or any other portion of the Terms, is grounds for termination of your right to use the Services, a deactivation of your account, and recoupment of any amounts distributed to you in connection with the Services.

 

Is Scoop a Ride-hail or Rideshare or Transportation Network Company (“TNC”)?

Scoop is a carpooling service, not a Ride-hail or Rideshare company, also known as a transportation network company. Scoop does not provide transportation services, and Scoop is not a transportation carrier. Scoop offers information and a method to connect drivers and riders with each other to commute to and from work during work hours, but does not:

  • Permit shared commutes outside the purpose of getting to or from work (i.e. Scoop is not an on-demand service, and does not operate at all times of day or night);
  • Allow users to commute with Scoop more than twice a day;
  • Allow Payments from Riders to Drivers other than reimbursements to share the expense of the commute;
  • Pair Riders with Drivers that are not closely tied to the Drivers original commute route, such as with neighbors and co-workers;
  • Provide or intend to provide transportation services or act in any manner as a transportation carrier
  • Hire Drivers as employees or contractors and allow them to make taxable income from trips.

It is the user’s decision, in his or her sole discretion and sole risk, whether to offer or accept a ride after being matched with another user through the Scoop services. Scoop has no responsibility or liability for any transportation services voluntarily provided by any Rider or Driver using Scoop.

What should I know if my account is associated with an Affiliated Partner?

Scoop partners with certain enterprise organizations, governmental entities, business parks and other organizations (our “Affiliated Partners”) to encourage use of the Services among their employees, contractors and other personnel.

If your account is associated with Scoop through an Affiliated Partner (such as your employer), then, by using the Services, you acknowledge and agree to the following:

  • Your usage is strictly voluntary and does not in any way imply that you are acting in the course and scope of your employment, nor does it establish an employer-employee or agency relationship with Scoop or its Affiliated Partners;
  • For commute, time spent as a Rider or Driver is not compensable time;
  • Scoop’s Affiliated Partners will not play any role in determining the amount of any Reimbursements;
  • For commute, any issues, concerns or disputes between Riders, Drivers, and/or the wider public are not employment disputes subject to investigation or resolution by Affiliated Partners and should be addressed between the relevant parties;
  • Scoop and its Affiliated Partners are not responsible or liable for any injury, illness, death, damage, destruction of property, or other loss resulting from usage of the Services;
  • You assume and accept any and all risk of injury, illness, death, damage, destruction of property, or other loss associated with the Services, including the risk of exposure to or illness from COVID-19;
  • Affiliated Partners are not responsible for ensuring the quality or safety of Scoop users, or for ensuring that Drivers’ vehicles are roadworthy or sufficiently insured; and You will not be covered by workers’ compensation for any resulting injuries or damages; and 
  • For commute, if your account is associated with an Affiliated Partner, Scoop may provide you with backup commute credits. These credits are non-cash-benefits, meaning they’re non-transferrable, cannot be redeemed for cash, and do not rollover.

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Who is responsible for issues between Scoop users?

SCOOP DOES NOT GUARANTEE THE SUITABILITY, SAFETY, ELIGIBILITY, HEALTH OR ABILITY OF DRIVERS OR RIDERS. AS A USER OF SCOOP, IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE IF A DRIVER OR RIDER WILL MEET YOUR NEEDS AND EXPECTATIONS. SCOOP IS NOT OBLIGATED TO PARTICIPATE IN DISPUTES BETWEEN YOU AND ANY OTHER USER OF SCOOP. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO SITUATIONS INVOLVING DRIVERS OR RIDERS THAT ARE POTENTIALLY UNSAFE, OFFENSIVE, HARMFUL TO MINORS, OR OTHERWISE OBJECTIONABLE, AND THAT PARTICIPATION WITH DRIVERS OR RIDERS ARRANGED OR SCHEDULED USING THE SERVICES IS SOLELY AT YOUR OWN RISK AND JUDGMENT. YOU ARE SOLELY RESPONSIBLE AND BEAR ALL RISKS RELATED TO TRAVELLING WITH THE INDIVIDUALS MATCHED WITH YOU IN CONNECTION WITH THE SERVICES. SCOOP SHALL NOT HAVE ANY LIABILITY, RESPONSIBILITY, OR OBLIGATION ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE SERVICES, TRANSACTIONS OR RELATIONSHIPS WITH DRIVERS OR RIDERS, AND/OR ANY RIDES OR TRIPS YOU TAKE IN CONNECTION WITH SCOOP’S SERVICES.

If there is a dispute between Scoop users, or between users and any third party, you agree that Scoop and its Affiliated Partners are under no obligation to be responsible for or to become involved in such disputes.

By using the Services, you agree to the following informed consent, waiver and release:

You hereby release, waive, and forever discharge Scoop, its Affiliated Partners, and their officers, directors, employees, agents, suppliers, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to any disputes you may have with other users or third parties and/or our damages, injury, death, destruction of property or other losses resulting from your use of the Services, including actions, claims, or demands resulting in whole or in part from the negligence or gross negligence of Scoop, any Affiliated Partner, or their officers, directors, employees, agents, suppliers, and successors.

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."

What are my rights in Scoop’s intellectual property?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws.

You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Scoop’s) rights.

You understand that Scoop owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.‍

Do I have to grant any licenses to Scoop or to other users? 

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” If you share a User Submission on the Services, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services, then you grant Scoop a royalty-free, perpetual, sublicensable, irrevocable, and worldwide license to display, perform, distribute, modify, reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services and/or otherwise in connection with Scoop’s business. This is a license only – your ownership in User Submissions is not affected. Please note that to the extent your User Submissions contain personally-identifiable information, such User Submission is also subject to our Privacy Policy.

What if I see something on the Services that infringes my copyright?

You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Scoop, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.

Who is responsible for third party links?

The Services may contain links or connections to third party websites or services that are not owned or controlled by Scoop. When you access or use third party websites or services, you accept that there are risks in doing so, and that Scoop is not responsible for such risks. We encourage you to be aware when you leave our Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

For some of our Services, we use Google’s Maps API(s); by using such Services, you agree to be bound by Google’s Terms of Service available here.

If your account is associated with an Affiliated Partner, Scoop may provide credits for use with a backup commute should a Scoop carpool be unavailable. By using backup commute Services, you agree to be bound by those Services’ Terms of Use and Privacy Policies.

Scoop has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Scoop will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Scoop shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

Will Scoop ever change the Services?‍

We’re always trying to improve the Services, so they may change over time. Scoop reserves the right to modify, suspend, or discontinue any part of the Services, impose limits on certain features, or restrict access to parts or all of the Services. You agree that Scoop will not be liable to you for any modification, suspension, or discontinuation of part or all of the Services.

How does Scoop facilitate sharing the costs of a Scoop carpool?

You understand and agree that use of the Services as a Rider will generally require you to pay a reimbursement of a portion of the costs incurred by a Driver as determined by Scoop (“Reimbursement”). You agree that you will remit such Reimbursement solely and directly to Scoop, not to a Driver. You further agree that you shall not give a Driver an amount in excess of the Reimbursement. After you have received services obtained through your use of the Service, Scoop will facilitate payment of the applicable Reimbursement on behalf of the Driver, as such Driver’s limited Reimbursement agent, using the preferred payment method designated in your account. Reimbursements paid by you are final and non refundable, unless otherwise determined by Scoop. Riders are not liable to Drivers if Scoop fails to remit your settled Reimbursement to the Driver.

If you are serving as a Driver, you authorize Scoop to receive funds from the Rider on your behalf for payment to you and for Scoop to act as your agent with respect to collection and settlement of Reimbursements. Payment of the Reimbursement in such a manner should be considered by the Driver and the Rider the same as a Reimbursement made directly by the Rider to the Driver

All Reimbursements are due immediately and payment will be facilitated by Scoop using the preferred payment method designated in your account. If your primary account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Scoop may use a secondary payment method in your account, if available, or recoup payment by some other means.

In order to facilitate an ease of use with the Services, Scoop may apply your money you accrue in your Scoop account for Driver Reimbursements or promotions (your “Scoop Balance”) towards any charges associated with your account, such as Reimbursement you owe as a Rider or cancellation charges you may accrue. Subject to our then current minimum “cash out” amount, you may elect to reduce your Scoop Balance in exchange for money to be deposited into a qualifying bank account designated by you. You acknowledge and agree that Scoop may combine your Scoop Balance with other Scoop Balances, and no interest shall accrue to you from any such balances. If your account is inactive for twelve months or longer, we may attempt to deposit your Scoop Balance into the account designated by you. If your account has been inactive for 36 months it may be removed and your account information deleted which will result in the forfeiture of any balance you may have in your account.

Scoop shall be permitted to charge a reasonable service fee and such amount as it relates to a trip shall not be credited to the Driver's account. Scoop also reserves the right to establish, remove and/or revise Reimbursements for any or all aspects of the Services at any time in Scoop’s sole discretion. Scoop also reserves the right to freeze your Scoop Balance, withhold credits or other payments, suspend or terminate your account, and Scoop will be entitled to a refund of credits or payments earned via Scoop in the event that Scoop determines or believes that you have engaged in fraudulent activity and/or violated Scoop’s Community Guidelines or Terms of Use when using the Services. In order to collect amounts owed to Scoop in such cases, we reserve the right to charge the credit cards and accounts on file until such amount owed to Scoop is fulfilled.

From time to time, such as during account registration, Scoop offers promotional “carpool credits.” These credits have no monetary value and are subject to expiration. You agree that Scoop’s promotional offers and discounts to other users have no bearing on your use of the Services unless also made directly available to you.

What if I want to stop using Scoop?

You’re free to stop using Scoop at any time. Please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services. If you cancel a request to use the Services, you may still be charged for all or a portion of a Reimbursement and/or a separate cancellation fee.

Scoop is also free to terminate (or suspend access to) your use of the Services or your account without notice, for any reason in our discretion, including your breach of these Terms, fraud, abuse of the Services or any promotions, or any violation of law as determined by the sole judgement of Scoop. Scoop has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms or applicable law. To the extent permitted by law, we may seek to recover from you any funds, offset your Scoop Balance, or cancel any carpool credits that you may have obtained while in violation of these Terms or applicable law.

Account deactivation may result in destruction of any Content associated with your account, so keep that in mind before you decide to deactivate your account.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

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I use the Scoop App available via the Apple App Store – should I know anything about that?

These Terms apply to your use of all the Services, including the iPhone applications available via the Apple, Inc. (“Apple”) App Store (the “Application”), but the following additional terms also apply to the Application:

  • Both you and Scoop acknowledge that the Terms are concluded between you and Scoop only, and not with Apple, and that Apple is not responsible for the Application or the Content;
  • The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
  • You will only use the Application in connection with an Apple device that you own or control;
  • You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
  • In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
  • You acknowledge and agree that Scoop, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
  • You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Scoop, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
  • You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
  • Both you and Scoop acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
  • Both you and Scoop acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

What else do I need to know?

Warranty Disclaimer. Neither Scoop nor its licensors or suppliers makes any representations, guarantees, or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations, guarantees, or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Scoop or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY SCOOP (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

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Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, INDEMNITY OR OTHERWISE) SHALL SCOOP OR ITS AFFILIATED PARTNERS (OR ITS OR THEIR LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, OR LOSS OF INSURANCE COVERAGE, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO SCOOP IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING ANY APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

COVID-19 RELEASE OF LIABILITY AND ASSUMPTION OF RISK

You are aware the 2019 novel coronavirus disease (COVID-19) OR other infectious diseases (collectively, the "Disease") ARE HIGHLY CONTAGIOUS and there is a risk that You may be exposed to or contract the Disease by participating in the Scoop Services. You understand and acknowledge that: 1) such exposure or infection may result in serious illness, personal injury, permanent disability, death, or property damage, 2) this risk may result from or be compounded by the actions, omissions, or negligence of others, and 3) Scoop cannot guarantee that You will not become infected with the Disease while participating in a Scoop carpool. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY PARTICIPATING IN THE SCOOP SERVICES WITH KNOWLEDGE OF THE DANGER INVOLVED. YOU HEREBY AGREE TO ACCEPT AND ASSUME ALL RISKS OF PERSONAL INJURY, ILLNESS, DISABILITY, DEATH, OR PROPERTY DAMAGE RELATED TO THE DISEASE, ARISING FROM YOUR PARTICIPATION IN THE SCOOP SERVICES, WHETHER CAUSED BY THE NEGLIGENCE OF SCOOP OR OTHERWISE. You hereby expressly waive and release any and all claims, now known or hereafter known, against Scoop, and its officers, directors, employees, agents, affiliates, shareholders, successors, and assigns (collectively, "Releasees"), on account of injury, illness, disability, death, or property damage arising out of or attributable to your participation in the Scoop Services and being exposed to or contracting the Disease, whether arising out of the negligence of Scoop or any Releasees or otherwise. You covenant not to make or bring any such claim against Scoop or any other Releasee, and forever release and discharge Scoop and all other Releasees from liability under such claims.

Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify, defend, and hold Scoop, its Affiliated Partners, and its and their affiliates, officers, directors, agents, employees, harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) violation of applicable law or these Terms by you. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that Scoop’s failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). Scoop reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these Claims. In the event Scoop agrees that you may assume the defense of the matter, you agree not to settle any matter without the prior written consent of Scoop.

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Scoop’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without your consent. Any assignment attempt in violation of the Agreement shall be null and void.

Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND SCOOP ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Miscellaneous. Except as expressly set forth in the section above regarding the Apple Application, you and Scoop agree there are no third party beneficiaries intended under these Terms.

Waiver of Reliance on Advertising or Representations. By using Scoop’s Services, you agree that you are not relying in any way on any advertisements, representations, or statements made by Scoop or any of its employees, agents, contractors, or anyone else acting on its behalf in choosing to use the Services.

Customer's worker's time spent as a Rider or a Driver in the Program is not compensable time by Customer and will not be paid by Customer. Customer is not responsible for reimbursing Drivers participating in the Scoop Program, including but not limited to reimbursements paid for mileage or other expenses incurred as a result of participation in the Program.

Entire Agreement/Severability. You and Scoop agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Scoop, and that they supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms. The failure of Scoop to exercise, in any way, any right herein shall not be deemed a waiver of any rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us.

If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at support@scoopcommute.com.

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Terms of Service

EFFECTIVE July 1, 2024

Please read this Scoop Terms of Service (the "Agreement") carefully as it governs and forms a contract between you ("Customer," "You" or "Your") and Scoop Commute, Inc. (“Scoop”).

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BUTTON INDICATING YOUR ACCEPTANCE, AGREEING TO AN ORDER THAT REFERENCES THIS AGREEMENT, OR THROUGH ANY OTHER MANUAL OR ELECTRONIC ACT OF ACCEPTANCE, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SCOOP CARPOOL PLATFORM.

This Agreement was last updated on July 1, 2024. It is effective between Customer and Scoop as of the date of Customer's acceptance of this Agreement.

The Scoop Commute Program

The Scoop Carpool Program includes the Scoop Service that enables individuals who seek a carpool ride to and from work ("Riders") to be matched with other commuters, such as co-workers and neighbors driving near or to those destinations ("Drivers"). 

Use of the Scoop Carpool Service, including but not limited to use through the Scoop Mobile Application (the "Scoop App"), is governed by the Terms of Use. Accordingly, all Drivers and Riders are bound to the obligations set forth in such Terms of Use. All issues related to Scoop trips will be settled directly between such Driver or Rider and Scoop. Customer is not liable for any issues that a Customer employee might have with respect to the Scoop Service.

Scoop is an independent contractor and is not an agent, servant, employee, legal representative, partner, joint venturer, co-employer, or statutory employer with respect to Customer or any Affiliate and neither party has any authority of any kind to bind the other in any respect. Nothing in this Agreement shall be deemed to create a joint venture or partnership between the parties. Customer shall cooperate with Scoop for the limited purposes of matching Drivers and Riders and facilitating expense-sharing arrangements between them. Scoop has the sole right and obligation to supervise, manage, and direct all work to be performed by Scoop personnel under the Agreement.

Customer, when acting on behalf of a company or other entity, acknowledges that participation by its employees and/or contractors in the Program is strictly voluntary, and thus no inference should be drawn that in participating in the Program, any employee is acting in the course and scope of its employment, nor does this contract establish an agency relationship between or with Customer or Scoop. 

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  1. Definitions

“Affiliate(s)” means any person, firm, trust, partnership, corporation, company or other entity or combination thereof, which directly or indirectly, Controls the subject entity, is Controlled by the subject entity, or is under common Control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership of more than 50% of the voting interests of the subject entity.

“Aggregate Data” means all anonymous, aggregated content, data, statistics, and other information , provided that no such information will directly identify and cannot reasonably be used to identify Customer or Customer’s Users.

"Carpool Program Platform", “Carpool Program” or “Program” means the generally available web-based, app-based, on-line, hosted software that facilitates carpooling and which may be listed on a customer Order including, without limitation, all corrections, updates, modifications, releases, versions, and enhancements to such software that Scoop releases to its customers generally.

“Documentation” means Scoop’s then-current guides and manuals describing the use and operation of the Carpool Program that Scoop makes generally available for the Carpool Program.

“Malicious Code” means viruses, worms, time bombs, Trojan horses, malware, and other harmful or malicious code, files, scripts, agents or programs.

“Order” means the order for Customer’s purchase from Scoop in the case of a corporate or other entity ordering services from Scoop that both parties sign, or otherwise agree to in an online ordering process.

“Subscription Term” means the period of time that Customer may use and access the Carpool Program as set forth in the applicable Order.

“Users” means individuals who are associated with Customer (either through email domain or by inclusion in a Customer’s user roster) and / or who are authorized by Customer to use the Carpool Program and who have been supplied user identifications and passwords to the Customer dashboard.

  1. Services

2.1 Provision. Subject to the terms and conditions of this Agreement, Scoop shall provide to Customer during each Subscription Term a non-exclusive and nontransferable right to (a) access and have use of the Carpool Program  via an app, the Internet, and (b) use of the Documentation. Customer’s purchase of services related to the Carpool Program is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Scoop with respect to future functionality or features.

2.2 Restrictions. The rights granted in Section 2.1 above are conditioned upon Customer’s compliance with this Agreement and the Terms of Use. Customer may use the Carpool Program solely for Customer’s own internal business purposes, in compliance with applicable law. Customer shall not: (a) permit any third party to access the Carpool Program except as permitted herein or in an Order, (b) license, sublicense, sell, resell, rent, lease, transfer, distribute, use the Carpool Program for commercial commuting, outsourcing or otherwise commercially exploit the Carpool Program; (c) create derivative works based on the Carpool Program; (d) modify, reverse engineer, translate, disassemble, or decompile the Carpool Program, or cause or permit others to do so; (e) copy, frame, or mirror any content forming part of the Carpool Program, other than on Customer’s own intranets or otherwise for Customer’s own internal business purposes; (f) access the Carpool Program in order to (1) build a competitive product or service, or (2) copy any features, functions or graphics of the Carpool Program, and (g) remove any title, trademark, copyright and/or restricted rights notices or labels from the Carpool Program or Documentation.

2.3 Third Party Products and Services. Third parties might make products or services which are not a part of the Carpool Program available that integrate with or relate to the Carpool Program, including professional services or other software applications. If Customer acquires or uses those third-party products or services, it does so separately from this Agreement, and any exchange of data between Customer and those third parties is solely between Customer and the applicable third-party provider. 

  1. Use of Service

3.1 Scoop’s Responsibilities. Scoop shall use commercially reasonable efforts to make the Carpool Program available via the Internet and apps 24 hours a day, 7 days a week, except for: (1) planned downtime , and (2) any unavailability caused by circumstances beyond Scoop’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, epidemic, pandemic, act of terror, strike or other labor problem (other than one involving Scoop’s employees), general unavailability of Internet service or infrastructure, failures of non-Scoop products or services, or denial of service attacks.

3.2 Customer’s Responsibilities. Customer is responsible for Users’ compliance with this Agreement. Customer shall not (1) use the Carpool Program to conduct nefarious activity, (2) use the Carpool Program in connection with introducing Malicious Code, (3) interfere with or disrupt the integrity or performance of the Carpool Program, or (4) attempt to gain unauthorized access to the Carpool Program or its related systems or networks. Any conduct by Customer that in Scoop’s discretion restricts or inhibits any of Scoop’s other customers from using or enjoying the Carpool Program is expressly prohibited. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Carpool Program, and notify Scoop promptly of any such unauthorized access or use. Customer is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Carpool Program and all charges related thereto.

3.3 Users. Customer may designate its employees, consultants, contractors and agents, Affiliates, or third parties with whom Customer may transact business. User subscriptions are for designated individuals and Customer shall not share a User subscription with more than one individual, but Customer may reassign a User subscription to a new individual replacing a former User who no longer requires ongoing use of the Carpool Program. All users, including Customer employees usage of the Scoop Carpool Program will be governed by the Scoop Terms and Conditions. All Scoop Users, including Customer employees, must agree to Scoop’'s Terms and Conditions as published on Scoop’s website and set forth in Scoop's app. All issues related to Scoop trips will be settled directly between the employee and Scoop.

3.4 Data Security. Scoop will use commercially reasonable efforts to comply with industry standard security measures with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption, and other organizational and technical measures necessary to protect against unauthorized or accidental access, loss, alteration, disclosure, or destruction of sensitive data in its possession, as well as with all applicable data privacy and security laws, regulations, and standards.

3.5 Personal Information, California. Customer may submit to the Carpool Program information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person who is a resident of California, or with their household (“Personal Info”), and all such information shall be deemed Confidential Information. Scoop shall not retain, use, or disclose the Personal Info for any purpose other than for the specific purpose of providing Carpool Program specified in this Agreement. Scoop shall not further collect, sell, or use the Personal Info except as necessary to provide the Carpool Program specified in this Agreement. Scoop shall delete the Personal Info from its records upon request by Customer, unless it is otherwise necessary to retain such information under applicable law. The provision of Personal Info is not a component of the exchange of consideration in this Agreement, and therefore the provision of Personal Info is not a sale of such information.

  1. Fees relating to Corporate Customers (see Terms of Use for fees relating to Individual Customers)

4.1 Payment. Unless otherwise listed in an Order, Customer shall pay Scoop up front via credit card all applicable fees in U.S. Dollars in accordance with the terms listed on the Order.  Customer shall provide accurate payment information, and hereby authorize Scoop to charge such credit card for all fees set forth in the Order for the duration specified therein (and any renewal thereof). Scoop may bill: (1) in advance; (2) at the time of purchase; (3) shortly after purchase; or (4) if Customer has elected a subscription service, on a recurring basis. To the extent Scoop has not received Customer’s payment, in order to bring Customer’s account up to date, Scoop may bill Customer simultaneously for both past due and current amounts.  If Customer does not provide a notice of non-renewal, Scoop may automatically renew the Carpool Program in accordance with Section 12 and charge Customer for the renewal fees. The subscription fees set forth in each Order hereunder are fixed during the Subscription Term of such Order, and are quoted in U.S. dollars. Customer may add to their order, for example by bringing on more Users, during a Subscription Term at the rate specified in the applicable Order, prorated to the remainder of the Subscription Term. All fees are based on services purchased and not actual usage, payment obligations are non-cancelable, and fees paid are non-refundable. If Customer does not pay fees when due (and has not provided an accurate and authorized payment method for Scoop to charge), Scoop may add late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Customer shall reimburse Scoop for all reasonable, actual costs (including reasonable attorneys’ fees) incurred by Scoop in the collection of overdue amounts.

4.2 Taxes. If Scoop has the legal obligation to pay or collect taxes for which Customer is responsible, including but not limited to, sales, use, transfer, privilege, excise, and all other taxes and duties that are levied or imposed by reason of Scoop’s performance under this Agreement, Scoop shall charge the appropriate amount to Customer. Customer shall pay all applicable taxes, unless Customer provides Scoop with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.3 Suspension of Services. If any amount owed by Customer is 30 days or more overdue, Scoop may, without limiting Scoop’s other rights and remedies, suspend access to the Carpool Program until Customer pays such amounts owed. Scoop will not suspend access to the Carpool Program to the extent the applicable charges are under reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute. Customer remains obligated to pay Scoop for all fees due that are not under reasonable and good faith dispute. The parties shall work together expeditiously and in good faith to resolve all fee disputes.

  1. Intellectual Property Rights

5.1 General. All right, title, and interest in and to the Carpool Program, Aggregate Data, Scoop’s Confidential Information, and Documentation, including, without limitation, all modifications, enhancements, derivative works and intellectual property rights thereto shall belong solely to Scoop and/or its applicable suppliers.

5.2 Reserved Rights. Scoop does not grant any rights in and to the Carpool Program except as expressly written in this Agreement. Nothing in this Agreement shall limit in any way Scoop’s right to develop, use, license, create derivative works of, or otherwise exploit the Carpool Program or to permit third parties to do so.

5.3 Suggestions. Customer or its representatives may provide Scoop with suggestions, enhancement requests, recommendations or other feedback relating to the Carpool Program (“Feedback”). Nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Scoop’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, or require Scoop to compensate or credit Customer or the individual providing such Feedback.

  1. Branding

6.1 Name. Scoop may use Customer’s name to identify Customer as a Scoop customer of the Service, including on Scoop’s public website and marketing material. Scoop agrees that any such use shall be subject to Scoop complying with any written guidelines that Customer may deliver to Scoop regarding the use of its name and shall not be deemed Customer’s endorsement of the Service.

6.2 Logo. Scoop may use Customer’s logo to identify Customer as a Scoop customer of the Service, including on Scoop’s public website and marketing material. Scoop agrees that any such use shall be subject to Scoop complying with any written guidelines that Customer may deliver to Scoop regarding the use of its name and shall not be deemed Customer’s endorsement of the Service.

  1. Confidentiality

7.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement. Scoops’s Confidential Information includes this Agreement, the Carpool Program, business and marketing plans, technology, financial and technical information, product designs, and business processes. Confidential Information does not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (4) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.

7.3 Protection. The Receiving Party shall protect the confidentiality of the Disclosing Party’s Confidential Information it receives in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

7.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

7.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party may, in addition to any other remedies available to it, seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

  1. Representations and Warranties

8.1 Mutual Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement.

8.2 Disclaimer. THE CARPOOL PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

  1. Limitation of Liability

9.1 Consequential Damages. NEITHER PARTY IS LIABLE FOR ANY LOST PROFITS OR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, EVEN IF EITHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Limitation of Liability. Scoop’S AGGREGATE LIABILITY TO CUSTOMER FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT OR IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY, IS LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO SCOOP HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY BEFORE THE CLAIM WHICH GAVE RISE TO THE LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION 9 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  1. Customer Indemnification

10.1 Indemnification by Customer.

(a) Subject to this Agreement, Customer shall defend, indemnify and hold Scoop harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Scoop by a third party for any reason related to the Carpool Program, including but not limited to (1) alleging that Customer’s use of the Carpool Program in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party; or (2) arising from Customer’s violation of applicable laws, including those regarding the collection and use of employee personal information.

(b) Scoop shall (1) promptly give written notice of the Claim to Customer; (2) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Scoop of all liability); and (3) provide to Customer, at Customer’s cost, all reasonable assistance.

(c) Customer shall defend, indemnify, and hold harmless Scoop and its employees, contractors, directors, suppliers and representatives from and against any claims, demands, liabilities, losses, causes of action, damages, judgments, and settlements, payable to any third party (including all related reasonable costs and expenses, including attorney’s fees), arising from any claim related to the Scoop Carpool Program, including employee tax withholding.

  1. Access and Monitoring.

11.1 Scoop may access Customer’s account as necessary to identify or resolve technical problems or respond to questions about the Carpool Program.

  1. Term and Termination. This Agreement terminates when all Subscription Terms expire or all Orders are otherwise terminated.
  1. Subcontracting. Scoop may, in the ordinary course of business, utilize third party services or products that are not dedicated to providing the Carpool Program for Customer and that are not material to any particular function constituting a part of the Carpool Program.  Scoop may also engage individual independent contractors to supplement its employee workforce. Such arrangements do not constitute subcontracting for purposes of this section. Scoop will nevertheless be responsible for such parties.
  1. Miscellaneous

14.1 General. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties to this Agreement may enforce it. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

14.2 Severability. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

14.3 Assignment. Neither party may assign this Agreement in whole or in part without the other party’s prior written consent (which consent will not be unreasonably denied, delayed or conditioned), except to an affiliate or a successor in connection with a merger or sale of all or substantially all of a party’s assets or stock.

14.4 Entire Agreement. This Agreement along with the Terms of Use represents the entire agreement between Customer and Scoop with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Scoop with respect thereto.

14.5 Breach and Waiver. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

14.6 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

14.7 Federal Government End Use Provisions. Scoop provides the Carpool Program, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Carpool Program include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). In the event that a government agency may need rights not conveyed under these terms, it must negotiate with Scoop to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

14.8 Governing Law. The laws of the State of California govern this Agreement, excluding its conflicts of law rules. The parties consent to the exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.

14.9 Notices. Scoop will provide notices under the agreement to Customer by sending an email to the email address Customer provided ("Notification Email Address"). Customer will provide notices under this Agreement to Scoop by sending an email to business@scoopcommute.com. Notice will be treated as received when the email is sent.  Customer is responsible for keeping its Notification Email Address current.