Terms and Conditions
Effective Date: April 25, 2018
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND SCOOF HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE SECTION 30 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST SCOOF TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A PROVIDER, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 30.
MATERIAL TERMS AND NOTICES
The SCOOF Platform connects you to other users of the App. You are neither an employee or subcontractor of SCOOF.
The use of the SCOOF Platform and App may be subject to separate third-party terms of service and fees, including, without limitation, such terms of service and fees imposed by your mobile network operator (the “Carrier”), including fees charged for data usage and overage, which are your sole responsibility;
The App is provided “as is” without warranties of any kind and SCOOF’s liability to you is limited;
We may, without further notice or warning and in our discretion, access, store, use, and disclose the messages, call transcripts, and data about the calls/messages between and among Users (as defined in Section 2) that occur through the SCOOF Platform for our business purposes, including to provide and improve customer service and the SCOOF Platform, fraud prevention, and to identify violations of this Agreement;
You agree to and acknowledge the “Notice Regarding Apple” in Section 38 below.
2. SCOOF Platform Connects Users
Unless otherwise disclosed, Providers are deemed to be unlicensed. Please note that in certain markets, Provider may be required to have a license to perform certain Services that will exceed a monetary threshold. For example, regulations applicable in certain markets require a license to perform certain legal services. Accordingly, Users must determine for themselves whether a Provider is qualified to perform the requested Service. Users should consult their state or local requirements to determine whether certain Services are required to be performed by a licensed professional.
ANY DECISION BY USERS TO OFFER OR ACCEPT SERVICES THROUGH THE SCOOF PLATFORM IS A DECISION MADE IN SUCH USER'S SOLE DISCRETION. EACH SERVICE PROVIDED BY A PROVIDER TO ITS CUSTOMER SHALL CONSTITUTE A SEPARATE AGREEMENT BETWEEN THAT PROVIDER AND USER. PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OR SUBCONTRACTORS OF SCOOF. SCOOF MAKES NO REPRESENTATION AND IS NOT RESPONSIBLE FOR THE PERFORMANCE OF USERS, NOR DOES IT HAVE CONTROL OVER OR MAKE REPRESENTATIONS REGARDING THE QUALITY, TIMING, LEGALITY, FAILURE TO PROVIDE, OR ANY OTHER ASPECT WHATSOEVER RELATING TO ANY SERVICES. SCOOF DOES NOT HAVE CONTROL OVER THE QUALITY, TIMING OR LEGALITY OF SERVICES DELIVERED BY PROVIDERS. EXCEPT AS OTHERWISE SET FORTH HEREIN, SCOOF IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY PROVIDER.
3. Provider Background
SCOOF requires each Provider to submit a profile picture. SCOOF does not perform background and identity checks on each Provider; therefore, SCOOF cannot confirm that each Provider is who they claim to be. SCOOF cannot and does not assume any responsibility for the accuracy or reliability of the identity information or any information provided through the Service.
YOU ACKNOWLEDGE AND AGREE THAT SCOOF IS NOT LIABLE FOR DAMAGE THAT MIGHT ARISE OUT OF THE SERVICES. SCOOF IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SERVICES. Each User should exercise caution and common sense to protect their personal safety and property, just as you would when interacting with any person with whom you do not know.
4. Subscriptions, Billing, and Cancellation
By subscribing to SCOOF, you authorize us to charge your credit card or other account that you have designated. Monthly, annual and other periodic or renewal fees will be charged at the then current rate plus applicable tax. All fees are charged in US Dollars (USD). Fees may vary based on currency exchange rates. Customers may also be charged additional credit card fees for currency conversion from non-USD currencies to USD. The subscription fee will be billed at the beginning of your subscription period or expiration of your free trial period, if any. Your subscription will continue in effect unless and until you cancel your subscription or your subscription is otherwise terminated or suspended. You may cancel your subscription at any time by logging into your account on the Sites or contacting us at firstname.lastname@example.org. You have the right to cancel your subscription without fee or penalty at any time. If you cancel your subscription, cancellation will be effective at the end of the current billing period. After cancellation, you will have continued access to SCOOF for the remainder of that period, but you will not receive a refund, unless otherwise stated at the time of cancellation. Please note that the provision of a full or partial refund in one instance will not entitle you or any person to a full or partial refund under similar circumstances or for any reason not specifically agreed to by SCOOF, in our sole discretion.
On certain occasions, SCOOF may offer free trials of its services. If we offer you a free trial, the specific terms of the free trial will be stated in the marketing material describing the free trial. If you do not cancel your subscription within the free trial period, we will begin charging your payment card subscription fees once your free trial period ends. You may cancel your membership anytime by logging into your account or contacting us at email@example.com.
To help maintain the quality of the SCOOF Platform, Users (both Providers and Customers) will have the opportunity to rate each other after the completion of Services. If you rate your Provider or User with less than 3 stars, such User will be excluded from your future Service requests. Customers will see Provider ratings before selecting a Provider for a job so each rating a User gives can have an impact on that Provider's future on the SCOOF Platform. In addition, Users with a low star rating may not have their requests accepted.
We may, without further notice or warning and in our discretion, monitor or record telephone conversations that we have with you or anyone acting on your behalf for quality control and training purposes or to protect our rights. We may, without further notice or warning, and in our discretion, access, store, use, and disclose the messages, call transcripts, and data about the calls/messages between and among Users that occur through the SCOOF Platform for our business purposes, including to provide and improve customer service and the SCOOF Platform, fraud prevention, and to identify violations of this Agreement.
7. Accessing the SCOOF Platform and Account Security
We reserve the right to withdraw or amend the SCOOF Platform, and any service we provide on the SCOOF Platform, in our sole discretion without notice. We will not be liable if for any reason that all or any part of the SCOOF Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the SCOOF Platform, or the entire SCOOF Platform, to Users for any reason or no reason.
You are responsible for:
Making all arrangements necessary for you to have access to the SCOOF Platform.
Ensuring that all persons who access the SCOOF Platform through your account are aware of this Agreement and comply with them.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the SCOOF Platform or portions of it using your user name, password or other security information, including Third-Party Site Password. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
THE SERVICE IS ONLY A VENUE FOR CONNECTING USERS. EXCEPT AS OTHERWISE SET FORTH HEREIN, SCOOF IS NOT AFFILIATED WITH ANY CARRIER, PROVIDER, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, PROVIDER, OR THIRD-PARTY SERVICE, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND THAT THIRD PARTY, AND YOU IRREVOCABLY RELEASE SCOOF (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
9. Limited License; Intellectual Property Rights
You may not modify, alter, reproduce or distribute the SCOOF Platform. You may not directly rent, lease, lend, sell, redistribute or sublicense the SCOOF Platform. You must not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the SCOOF Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or the terms of any Third-Party Service), nor attempt to disable or circumvent any security or other technological measure designed to protect the SCOOF Platform or any content available through the SCOOF Platform.
The SCOOF Platform and its entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by SCOOF, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You must not:
Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the SCOOF Platform or any services or materials available through the SCOOF Platform.
10. Prohibited Uses
You may use the SCOOF Platform only for lawful purposes and in accordance with this Agreement. You agree not to use the SCOOF Platform:
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To impersonate or attempt to impersonate SCOOF, a SCOOF employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the SCOOF Platform, or which, as determined by us, may harm SCOOF or users of the SCOOF Platform or expose them to liability.
Additionally, you agree not to:
Use the SCOOF Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the SCOOF Platform, including their ability to engage in real time activities through the SCOOF Platform.
Use any robot, spider or other automatic device, process or means to access the SCOOF Platform for any purpose, including monitoring or copying any of the material on the SCOOF Platform.
Use any manual process to monitor or copy any of the material on the SCOOF Platform or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the SCOOF Platform.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the SCOOF Platform, the server on which the SCOOF Platform is stored, or any server, computer or database connected to the SCOOF Platform.
Attack the SCOOF Platform via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the SCOOF Platform.
11. Digital Millennium Copyright Act
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the SCOOF Platform, you may contact our Designated Agent at SCOOF, LLC, 1497 Main Street, Suite 214, Dunedin, FL 34698 or support@SCOOF.legal.
Any notice alleging that materials hosted by or distributed through the SCOOF Platform infringe intellectual property rights must include the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
a description of the copyright-protected work or other intellectual property right that you claim has been infringed;
a description of the material that you claim is infringing and where it is located on the SCOOF Platform;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the use of those materials on the SCOOF Platform is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Repeat Infringers. SCOOF will promptly terminate without notice the accounts of users that are determined by SCOOF to be "Repeat Infringers" to the fullest extent permitted under applicable law. A Repeat Infringer is a user who has been notified of infringing activity or has had User Contributions (as defined in Section 17 below) removed from the SCOOF Platform at least twice.
12. User Contributions
The SCOOF Platform may contain profiles that allow Users to request, submit, publish, display or transmit to Providers on or through the SCOOF Platform, including profile pictures.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not SCOOF, are fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the SCOOF Platform.
In exchange for the right to use the SCOOF Platform, Users who post their User Contributions hereby irrevocably grant to SCOOF the following rights in connection with the display, distribution, transmission, or broadcasting on any media, including the internet, of their User Contributions in connection with the SCOOF Platform:
13. Monitoring and Enforcement
We have the right to:
Remove or refuse any request submitted by any User for any or no reason in our sole discretion.
Disclose your identity or other information about you to any third party who claims that you violated their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the SCOOF Platform.
Terminate or suspend your access to all or part of the SCOOF Platform for any or no reason, including without limitation, any violation of this Agreement.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the SCOOF Platform. YOU WAIVE AND HOLD HARMLESS SCOOF AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against SCOOF with respect to User Service Requests.
14. User Disputes.
We understand that occasionally disputes may arise between or among our Users. In the event a dispute initiated by either a Provider or a User cannot be resolved independently, you hereby agree, at SCOOF’s request, to participate with good faith, to the extent you are reasonably able to do so, in a neutral resolution, mediation or arbitration process conducted by SCOOF or a neutral third-party mediator or arbitrator selected by SCOOF. Notwithstanding the foregoing, you acknowledge and agree that SCOOF is under no obligation to become involved in or impose resolution in any dispute between or among Users or any third-party.
15. Provider Provisions
a. Insurance. As a Provider, you acknowledge and agree that it is your responsibility to maintain in full force and effect adequate errors and omissions insurance, liability, and other forms of insurance with policy limits sufficient to protect and indemnify SCOOF and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of you or your assistants, agents, contractors, servants, or employees.
b. Equipment. As a Provider, you are solely responsible for any costs or expenses incurred by you in connection with the performance of the Services, and in no event shall SCOOF reimburse, or be required to reimburse, you for any machines, computers, materials, costs or expenses used in connection with the Services. You shall furnish and maintain, at your own expense, the machines, computers, equipment, supplies and other materials used to perform the Services. You, at your sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost to purchase or maintain any necessary equipment, supplies, machines and materials. You are not required to purchase any equipment, supplies or materials from SCOOF at any time.
c. Representations. By providing Services as a Provider on the SCOOF Platform, you represent, warrant, and agree that: (i) you are solely responsible for obtaining the necessary licenses and/or certifications for performance of the Services; (ii) you will not transfer or sell your User account, password and/or identification to any other party; (iii) you will be solely responsible for any and all liability that results from or is alleged as a result of your provision of Services, including, but not limited to personal injuries, death and property damages; (iv) you will comply with all applicable laws, rules and regulations while providing Services, and you will be solely responsible for any violations of such provisions; (v) you will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you; and (vi) you will not attempt to defraud SCOOF in connection with your provision of Services.
d. Reimbursement of Resolution Costs. Notwithstanding anything set forth herein to the contrary, you further represent, warrant, and agree (i) to pay all reasonable out-of-pocket expenses incurred by SCOOF in connection with the resolution of any property damage or other claims resulting from a Service you performed for a User, and (ii) that SCOOF shall have the right to suspend your Provider account until it has received payment in full for all such reimbursable amounts.
16. Third-Party Software
17. Terms and Termination
This Agreement is effective upon your creation of a User account, as amended by any modifications made pursuant to Section 1. You may discontinue your use of the SCOOF Platform or participation in the Services at any time, for any reason. We may suspend or deactivate your User account (either as a Provider and/or Customer), or revoke your permission to access the SCOOF Platform, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the SCOOF Platform to any User for any reason not prohibited by law. Either party may terminate the Agreement for any reason upon written notice to the other party. The terms of this Agreement, and any subsequent modifications of this Agreement, shall remain in effect at all times after you or SCOOF terminate your participation or access to the SCOOF Platform or Services.
18. Changes to the SCOOF Platform
We may update the content on this SCOOF Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the SCOOF Platform may be out of date at any given time, and we are under no obligation to update such material.
19. Information About You and Your Visits to the SCOOF Platform
20. Confidential Information
a. SCOOF's Confidential Information. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of SCOOF and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify SCOOF in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to SCOOF upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" shall mean any and all of SCOOF's trade secrets, confidential and proprietary information and all other information and data of SCOOF that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
b. Customer's Confidential Information. Except upon order of government authority (e.g., court, administrative agency) having jurisdiction, or upon written consent by your Customer, you agree that you shall not publish, disseminate or disclose, for your own benefit or the benefit of any third party, any confidential information regarding your Customer, including addresses, telephone numbers and/or financial information. You further agree not to engage in any activity which violates the privacy of any Customers, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of your Customers or disseminating or disclosing any such photographs or recordings. You acknowledge that your failure to comply with the foregoing shall constitute a material breach of this Agreement.
21. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the SCOOF Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT (INCLUDING MOBILE DEVICES), COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SCOOF PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SCOOFPLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SCOOF PLATFORM LINKED TO IT.
YOUR USE OF THE SCOOF PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SCOOF PLATFORM IS AT YOUR OWN RISK. THE SCOOF PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SCOOF PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SCOOF NOR ANY PERSON ASSOCIATED WITH SCOOF MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SCOOF PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER SCOOF NOR ANYONE ASSOCIATED WITH SCOOF REPRESENTS OR WARRANTS THAT THE SCOOF PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SCOOF PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SCOOF PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SCOOF PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
SCOOF HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
22. Limitation on Liability
IN NO EVENT WILL SCOOF, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SCOOF PLATFORM, ANY SCOOF PLATFORMS LINKED TO IT, ANY CONTENT ON THE SCOOF PLATFORM OR SUCH OTHER SCOOF PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SCOOF PLATFORM OR SUCH OTHER SCOOF PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
You agree to defend, indemnify and hold harmless SCOOF, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the SCOOF Platform, including, but not limited to, any use of the SCOOF Platform's content SCOOF, services and products other than as expressly authorized in this Agreement or your use of any information obtained from the SCOOF Platform.
24. Dispute Resolution; Arbitration of Claims
Generally, in the interest of resolving disputes between you and SCOOF in the most expedient and cost effective manner, YOU AND SCOOF MUTUALLY AGREE THAT EVERY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SCOOF ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
a. Exceptions. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
b. Arbitrator. Any arbitration between you and SCOOF will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting SCOOF.
c. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice"). SCOOF's address for Notice is: SCOOF, LLC, 1497 Main Street, Suite 214, Dunedin, Florida 34698, Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or SCOOF may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or SCOOF must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, SCOOF will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by SCOOFin settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.
d. Fees. If you commence arbitration in accordance with this Agreement, SCOOF will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Pinellas County, Florida, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely based on documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse SCOOF for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
e. No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND SCOOF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SCOOF agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding, to the fullest extent permitted under applicable law.
f. Modifications to this Arbitration Provision. If SCOOF makes any future change to this arbitration provision, other than a change to SCOOF's address for Notice, you may reject the change by sending us written notice within 30 days of the change to SCOOF's address for Notice, in which case your account with SCOOF will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
g. Enforceability. If any part of this section is found to be unenforceable, then the entirety of this section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in this Agreement will govern any action arising out of or related to this Agreement. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
h. Provider Opt-Out of Arbitration. For Providers, arbitration is not a mandatory condition of this Agreement with respect to any dispute or claims brought by SCOOF against a Provider, or for disputes or claims brought by a Provider against SCOOF that: (i) are based on an alleged employment relationship between SCOOF and a Provider; (ii) arise out of, or relate to, SCOOF’s actual deactivation or suspension of a Provider account or a threat by SCOOF to deactivate or suspend a Provider account; (iii) arise out of, or relate to, SCOOF’s actual termination of a Provider’s Agreement with SCOOF, or a threat by SCOOF to terminate a Provider’s Agreement; or (iv) arise out of, or relate to, Job Fees (as defined in this Agreement, including SCOOF’s Use Fee or tips, other than disputes relating to referral bonuses, other SCOOF promotions, or consumer-type disputes (the subset of Claims in subsections (i)-(iv) shall be collectively referred to as “Provider Claims”).
If you do not want to be subject to this Dispute Resolution provision with respect to Provider Claims, you may opt out by notifying the Company in writing of your decision, either by sending, within thirty (30) days of the date you receive this Agreement, (1) an electronic mail to support@SCOOF.legal, stating clearly your name and intent to opt out of this Dispute Resolution provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g., UPS, Federal Express, etc.), or by hand delivery to: Legal Department, SCOOF, LLC, 1497 Main Street, Suite 214, Dunedin, FL 34698. To be effective, the letter under option (2) must clearly indicate your intent to opt out of this Dispute Resolution Provision, and must be dated and signed. If hand delivered, the signed letter must be received within thirty (30) days of your receipt of this Agreement. If sent by mail, the letter must be post-marked with a date less than thirty (30) days from the date you receive this Agreement. Should you choose not to opt out of this Dispute Resolution Provision within the 30-day period, you and the Company will be bound by the terms of this Dispute Resolution Provision. You have the right to consult with counsel of your choice concerning this Dispute Resolution Provision. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Dispute Resolution Provision.
25. Governing Law; Jurisdiction
Except as set forth in Section 30 entitled "Dispute Resolution; Arbitration of Claims", this Agreement is governed and interpreted pursuant to the laws of the State of Florida, United States of America, notwithstanding any principles of conflict of law. For all disputes, not subject to arbitration under Section 30 hereof, you agree to submit to the personal jurisdiction and venue of the courts located within Pinellas County, Florida, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
26. Waiver and Severability
No waiver by SCOOF of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of SCOOF to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
27. Development and Testing
For purposes of developing and testing the SCOOF Platform, on occasion an SCOOF representative may schedule or perform Services on the SCOOF Platform within the Tampa market. On such occasions, the contract for such Service shall be between SCOO and such User and shall be governed by the applicable terms of this Agreement, including, but not limited, to Section 30 above.
28. Entire Agreement
This Agreement may not be assigned or transferred by you without SCOOF's prior written consent. You agree that this Agreement and all incorporated agreements may be automatically assigned by SCOOF, in our sole discretion, in accordance with the "Notice" section of this Agreement.
30. No Agency
You and SCOOF are independent contractors, and no agency, partnership, joint venture, employer-employee, contractor-subcontractor, or franchisor-franchisee relationship is intended or created by this Agreement.
31. Comments and Concerns
32. Notice Regarding Apple
Except as explicitly stated otherwise, any notice to SCOOF shall be given by certified mail, postage prepaid and return receipt requested to:
1497 Main Street
Dunedin, FL 34698
Such notices shall be deemed given three days after the date of mailing. Any notices to you shall be provided to you through the SCOOF Platform or given to you via the email address you provided to SCOOF during the registration process or as otherwise listed in your User or Provider account, and such notice shall be deemed given immediately upon sending. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to SCOOF during the registration process. In such case, notice shall be deemed given three days after the date of mailing.