Scoop Commute Program Addendum

EFFECTIVE AUGUST 4TH, 2021

This Scoop Commute Program Addendum ("Commute Addendum") is hereby incorporated into the to the Scoop Hybrid Workforce Terms of Service ("Agreement") between Scoop and Customer.  Scoop and Customer have entered into the Agreement pursuant to which Customer purchased a subscription to access and use the Scoop Workplace Planner. The terms of this Commute Addendum govern Customer's participation in the Scoop Commute Program (the "Program"). Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Agreement. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 

1. Program

1.1 Scoop will provide the Program to Customer as described in the Order. The Program includes the Scoop Service that enables Customer's workers 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"). 

1.2 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.

1.3 Use of the Scoop Service including but not limited to use through the Scoop Mobile Application (the "Scoop App") is governed by the Scoop Terms of Use  (www.takescoop.com/legal/terms). 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.

1.4 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 of Customer 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 Scoop and Customer or Customer’s Affiliates. Customer shall cooperate with Scoop to lease drivers’ automobiles for the limited purpose of facilitating expense-sharing arrangements between Drivers and Riders as further described in the Order. Scoop has the sole right and obligation to supervise, manage, and direct all work to be performed by Scoop personnel under the Agreement.

1.5 Customer 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.

2. Subcontracting

Scoop may, in the ordinary course of business, utilize third party services or products that are not dedicated to providing the Program for Customer and that are not material to any particular function constituting a part of the 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.

3. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM AND SCOOP APP ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND 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.

4. Automobile Liability Insurance

Scoop will, at its sole expense, obtain and maintain Automobile liability insurance on all hired and non-owned vehicles with minimum coverage of at least $1,000,000 combined single limit per occurrence for bodily injury and/or property damage, and physical damage insurance for the actual cash value of each such vehicle.

5. Indemnity 

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 an unaffiliated third party (including all related reasonable costs and expenses, including attorney’s fees), arising from any claim related to the tax treatment related to the Scoop Program, including employee tax withholding.