Customer Subscription Agreement

PLEASE READ THIS CUSTOMER SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE PURCHASING OR SIGNING UP FOR A SUBSCRIPTION TO ANY SERVICES FROM SCOOT, INC. (“SCOOT,” “WE” OR “US”). THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN SCOOT AND THE PERSON OR ENTITY (“CUSTOMER”, “YOU”, OR “YOURSELF”) IDENTIFIED IN ONE OR MORE ORDERING DOCUMENTS (EACH AN “ORDER FORM”). BY COMPLETING THE CHECKOUT PROCESS OR SIGNING UP FOR A SUBSCRIPTION TO ANY OF SCOOT’S SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SCOOT, AND (3) IF YOU ARE PURCHASING A SUBSCRIPTION TO SCOOT’S SERVICES ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION OR OTHER LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT.

SUBSCRIPTIONS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT SCOOT’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS CUSTOMER DECLINES TO RENEW ITS SUBSCRIPTION IN ACCORDANCE WITH THE TERMS OF SECTION 4.2.

Please note that use of the Services is subject to our Individual User Terms of Use Agreement and Privacy Policy, as may be updated to us from time to time (collectively, the “Individual User Terms”). The Individual User Terms are currently available on our website at https://scoot.app/privacy and  https://scoot.app/terms-of-use-agreement.

• If you are purchasing a subscription on behalf of yourself, you agree to comply with the Individual User Terms and the Individual User Terms are hereby incorporated by reference.  In the event of any conflict between the Individual User Terms and the terms of this Agreement, the terms of this Agreement will control.

• If you are purchasing a subscription on behalf of an organization or other legal entity, then the organization or other legal entity you are purchasing a subscription on behalf of agrees to ensure that its Licensed Users comply with the Individual User Terms.

THE “DISPUTE RESOLUTION” SECTION OF THE INDIVIDUAL USER TERMS AND THE DISPUTE RESOLUTION TERMS BINDING ON CUSTOMER PURSUANT TO SECTION 10 BELOW INCLUDE ARBITRATION CLAUSES THAT REQUIRE MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. IF YOU ARE AN INDIVIDUAL END USER, SEE THE “DISPUTE RESOLUTION” SECTION OF THE INDIVIDUAL USER TERMS FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT. 

1. DEFINITION
   1.1. “Authorized Signatory” means an individual authorized to legally bind Customer.
   1.2. “Confidential Information” means all proprietary and confidential information disclosed by one Party to the other Party in connection with this Agreement or an Order Form, in each case which would reasonably be understood by a third party to be confidential based on the nature of the information and the facts and circumstances surrounding disclosure, including, but not limited to: (i) with respect to Customer, Customer’s  Employee information; (ii) the terms or conditions of this Agreement, which shall be the Confidential Information of both Parties; and (iii) any other materials marked or “confidential” or “proprietary.”
   1.3. “Checkout” means the Scoot online order form and checkout process.
   1.4. “Licensed User” means each person Customer authorizes on Customer’s Licensed User List as being allowed to receive the Services (defined below).
   1.5. “Primary Contact” means Customer’s main contact for Scoot.
   1.6. “Order Form” shall mean any (i) subscription order, quote, or other Service ordering document or form that is (i) approved and executed by Customer and Scoot pursuant to this Agreement, or (ii) submitted by Customer through the Checkout and accepted by Scoot.  Each Order Form shall constitute a part of this Agreement.
   1.7. “Start Date” means the date Customer completes the Scoot Checkout process or the Order Form is last executed by a party hereto, as applicable.
   1.8. “Subscription Term” means the initial term and any renewal term of each subscription to the Scoot Services, in each case as identified in the Order Form or at the time of Checkout.
   1.9. “Adjustment Percentage” means the greater of i) the change in the Consumer Price Index established by the United States Department of Labor for All Urban Consumers (CPI-U) US City Average for all Items, not seasonally adjusted, for the most recent subscription period and ii) a fixed rate, not to exceed 5% compounded annually for the most recent subscription period, to account for improved service functionality and performance that is a result of Scoot’s efforts and investment in product development and infrastructure.
2. Services. Subject to the terms and conditions of this Agreement including any attachments, exhibits, and supplements (collectively, the “Agreement”) during the Subscription Term, Scoot will use commercially reasonable efforts to provide Customer the services described in the applicable Order Form. These services are referred to in this Agreement as the “Services.”  Services may include, to the extent identified in the Order Form (i) non-exclusive use of the Scoot application(s), (ii) features and services appliable for Customer’s subscription tier, and/or (iii) the opportunity to participate in subscriber-only events, benefits and promotions.
3. LICENSED USERS
   3.1. Licensed Users. Only those individuals Customer designates will be deemed to be “Licensed Users”. If allocated an available license, Customer’s Licensed Users will be able to begin using, accessing, and/or receiving the Services on the later of (i) the Start Date for the applicable Order Form or (ii) the date we confirm the addition of such individual to the Licensed User List. Customer is responsible for reviewing and maintaining the accuracy of Customer’s Licensed User List, which will be available via the Customer’s Scoot admin portal.
   3.2. Changes to or Removal of Primary Contact or Authorized Signatory. An Authorized Signatory generally has the sole authority to make changes to or terminate this Agreement. A Primary Contact will generally serve as Scoot’s liaison regarding matters that involve Customer’s Licensed Users. We will be entitled to rely on communications to or from the Authorized Signatory and Primary Contact as notice to or from Customer. However, an Executive Officer of Customer (“Executive Officer”) will have the authority to override the request of an Authorized Signatory or Primary Contact, as applicable, provided that we receive such a request within 24 hours following such Authorized Signatory’s or Primary Contact’s request. We will be entitled to request reasonable information to confirm that an individual claiming to be an Executive Officer truly is one and to exercise our discretion in determining whether a particular position constitutes an “Executive Officer.” An Executive Officer will also have the authority to remove or replace the individual serving as the Authorized Signatory and/or Primary Contact. Unless we receive instructions from the Authorized Signatory or Executive Officer, if the individual designated as the Primary Contact ceases to provide services to Customer, we will use our reasonable judgment in designating a replacement Primary Contact.
4. FEES AND PAYMENTS
   4.1 Payments. Fees are specified in the Checkout interface or in the Order Form, as applicable, and must be paid in advance. Unless otherwise set forth in an Order Form, Customer may cancel the renewal of any Subscription Term by providing notice at least thirty (30) calendar days prior to the date when the Subscription Term is set to automatically renew.  All cancellations will be effective as of the end of the then-current Subscription Term.
   4.2. Automatic Renewal; Subscription Cancellation.  Unless otherwise stated in an Order Form, all subscriptions for the Services will automatically renew and continue indefinitely until terminated in accordance with this Agreement as follows:  After Customer’s initial subscription period, and again after any subsequent subscription period end, Customer’s next subscription will automatically commence on the first day following the end of such prior subscription period and continue for an additional equivalent period.  For each subsequent subscription period, Scoot reserves the right to increase the subscription price by the Adjustment Percentage.  Customer agrees that Customer’s subscription will be subject to this automatic renewal feature unless Customer cancels its subscription as set forth below.  If Customer does not wish for Customer’s subscription to renew automatically, or if Customer wants to change or terminate its subscription, Customer must contact Scoot at support@scoot.app at least thirty (30) calendar days prior to the end of the subscription period.  If Customer cancels its subscription, Customer may continue to use its subscription until the end of Customer’s then-current subscription term and Customer’s subscription will not be renewed after its then-current subscription term expires.  However, Customer will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.  By subscribing, Customer authorizes Scoot to charge Customer’s Payment Method (as defined in Section 4.7) at the beginning of any subsequent subscription period.  Upon renewal of Customer’s subscription, if Scoot does not receive payment from Customer’s Payment Method, (i) Customer agrees to pay all amounts due on Customer’s account upon demand and/or (ii) Customer agrees that Scoot may either terminate or suspend Customer’s subscription in accordance with Section 5.4 (or downgrade Customer and/or its Licensed Users to a free tier) and continue to attempt to charge Customer’s Payment Method until payment is received (upon receipt of payment in full, Customer’s subscription will be re-activated and for purposes of automatic renewal, Customer’s new subscription commitment period will begin as of the day payment was received.)
   4.3. Taxes. Fees are exclusive of any applicable sales or use taxes and any other like taxes levied on the Services provided hereunder which we are required to collect and pay on Customer’s behalf to any other governmental authority.  All such taxes shall be separately stated on the Order Form, invoice or in the Checkout interface, as applicable.
   4.4. Additional Service Fees. The Fees set forth in the approved Order Form covers the Services for only the capacity of attendees indicated in the Order Form. Scoot rooms can be configured to allow overage, and, if so configured, Scoot will charge a one-time overage fee if additional attendees result in the total number of concurrent attendees exceeding the amount stated in the Order Form.  Payment of a one-time overage fee does not increase the capacity of a license and does not cover future overages.
   4.5. Invoices; Financial Information. Scoot will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Contact, unless a different Billing Contact is provided. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this Agreement.
   4.6. Late Fees. If payment for any valid accrued or outstanding fee is not made by the tenth (10^th) of the month in which such payment is due, Customer will be responsible for paying a late charge of 1.5% per month.  If payment for any valid accrued or outstanding fee is not made by the thirtieth (30th) of the month in which such payment is due, Scoot on its own discretion reserves the right to disable Customer access to Services until payment is received by Scoot.
   4.7. Form of Payment. We accept payment of all amounts specified in this Agreement solely by the methods we communicate to Customer during the Checkout process or from time to time during the Term. Customer authorizes Scoot or its third party payment processor to charge all amounts due under this Agreement to the payment method designated in Customer’s account or otherwise identified by Customer during the Term. Customer will inform us promptly of any changes to Customer’s  payment information.
   4.8. Outstanding Fees. Except as described in Section 4.4, Fees will be charged in advance. When we receive funds from Customer which are late, we will first apply funds to any balances which are in arrears first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to Customer, we may, in our sole discretion, withhold or suspend Customer’s or its Licensed Users’ access to the Services or terminate this Agreement in accordance with Section 5.4.
   4.9. Refunds. Unless this Agreement has been terminated by Customer within 90 days of the Effective Date pursuant to Section 4.10 or for Scoot’s uncured material breach pursuant to Section 5.3(b), there are no refunds of any fees or other amounts paid by Customer or Licensed Users in connection with the Services.  If the Agreement is terminated for Scoot’s uncured material breach by you pursuant to Section 5.3(b), Customer shall be entitled to a pro-rata refund of any subscription fees paid for the unused period of the subscription.
   4.10. Money-Back Guarantee. If Customer terminates this Agreement within 90 days of the Effective Date, and if the total number of unique attendees in the Customer’s Scoot rooms has been equal to or greater than 90, Customer is entitled to receive a refund of subscription fees.
5. TERM AND TERMINATION
   5.1. Term. This Agreement will begin on the Effective Date and continue until terminated as set forth below; provided that we have no obligations to provide Customer or its Licensed Users with the Services until the later of (i) the date on which payment of Customer Fees has been received by us or (ii) the Start Date of the applicable Order Form.
   5.2. Cancellation Prior to Start Date. Customer may cancel this Agreement prior to the Start Date of the first Order Form upon delivery of notice to us. However, if Customer terminate, Customer will not receive any refund of any setup or professional services Fees, if applicable.
   5.3. Termination by Customer. Customer may terminate this Agreement: (a) without cause by delivering Notice of Cancellation to us at least one (1) full calendar month prior to the month in which Customer intend to terminate this Agreement; or (b) immediately if We are in material breach of our obligations hereunder and have failed to cure such material breach within fifteen business days of receipt of notice from Customer of such default.
   5.4. Termination or Suspension by Us. We may withhold Services if any outstanding late fees are still due after we provide notice to Customer and Customer have failed to make payment within five business days of receipt of notice.  We may terminate this Agreement immediately if Customer is in default of this Agreement and has failed to cure such default within fifteen business days of receipt of notice from Us of such default.  We may suspend any Licensed User’s access to the Services if such Licensed User fails to comply with then-current terms and conditions of the Scoot’s Individual User Terms (defined below) or the Additional Rules established in Section 6 or any other policies or instructions provided by us or applicable to such Licensed User.  We will promptly notify the Primary Contact of any such suspension, and shall endeavor to provide advance notice where feasible. Additionally, we may terminate this Agreement at any time with thirty (30) days’ notice in the event that there are no active Order Forms.  Upon termination of this Agreement, Customer will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of this Agreement.
6. ADDITIONAL RULES. 
   (a) In addition to this Agreement, each Licensed User of Scoot is subject to the Privacy Policy and Individual User Terms of Use, as may be updated to us from time to time (collectively, the “Individual User Terms”). These are currently available on our website at https://scoot.app/privacy and  https://scoot.app/terms-of-use-agreement.
   6.2. Customer acknowledges and agrees that:
   (a) Customer shall promptly notify us of any change to Customer’s contact and payment information;
   (b) All  Licensed Users must be at least 16 years of age; and
   6.3. Customer and its Licensed Users will not:
   (a) perform any activity or cause or permit anything that is reasonably likely to be disruptive or dangerous to us or any other user of the Services or Scoot;
   (b) use the Services to conduct or pursue any illegal or offensive activities or comport themselves to the community in a similar manner;
   (c) misrepresent himself or herself to the Scoot community;
   (d) use any information or intellectual property belonging to third parties or their users;
   (e) take, copy or use for any purpose the name “Scoot” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, without our prior consent, and this provision will survive termination of this Agreement;
7. WARRANTIES.
   7.1. We warrant that: (i) we have the necessary equipment, computer capacity, software, programs, and trained personnel to properly perform the Services and provide the same consistent with applicable standard industry practices; and (ii) we have implemented and will maintain an information security program that contains administrative, technical, and physical safeguards designed to protect Customer’s Confidential Information or the information provided by Customer’s Licensed Users from unauthorized access or disclosure which are consistent with (or exceed) the safeguards described in the most recent Scoot Security Overview.
   7.2. Each Party warrants to the other that: (i) it has full power and authority to enter into and perform the Agreement; (ii) the execution and delivery of the Agreement have been duly authorized; and (iii) it will otherwise comply with (and Customer will ensure its Licensed Users comply with) all applicable laws, rules, and regulations applicable to the Agreement or Services.
   7.3. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED INFORMATION AND USER CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO CUSTOMER.
8. CONFIDENTIALITY.
   8.1. During the Term, the Parties may, pursuant to this Agreement, disclose to one another Confidential Information.  Notwithstanding Section 1.2, Confidential Information does not include information that: (i) becomes part of the public domain through no act of the other Party; (ii) is in the lawful possession of the other Party prior to the disclosure; or (iii) is lawfully disclosed by a third party without restriction on disclosure.
   8.2. Each Party shall use commercially reasonable efforts to prevent the unauthorized access to or disclosure of the other Party’s Confidential Information. Each Party will limit access to the other Party’s Confidential Information only to its own Personnel (including, in the case of Scoot, its third party service providers) on a “need to know” basis; provided that Scoot can make Customer Confidential Information available to Customer or its Licensed Users through the features and functionality of the Services. Upon termination of this Agreement, each Party shall promptly destroy all of the other Party’s Confidential Information then held and, upon request, certify such destruction in writing, provided that Scoot will not be obligated to de-activate any Licensed User’s account on the Services and any information posted or uploaded to the Services may be retained and viewed by users of the Services in accordance with Scoot’s standard retention policies.
   8.3. Each Party will, as soon as reasonably practical after discovery, report to the other Party any unauthorized disclosure or access to the other Party’s Confidential Information and will take all reasonable measures to prevent any further unauthorized disclosure or access.  In the case of Scoot, Scoot shall promptly notify Customer of any actual or suspected security breach of its Services or Systems resulting in the any risk to the confidentiality, security or integrity of any of Customer’s non-public Confidential Information.  Such notice shall include a description of the remedial efforts taken by Scoot and shall periodically updated until the security breach has been remediated.  Upon completion of remediation and investigation of the security breach, Scoot shall provide Customer with a final summary report.
   8.4. If a Party is required to provide the other Party’s Confidential Information to any court or government agency pursuant to a written court order, subpoena, regulatory demand, or process of law (each, a “Mandated Disclosure”), it may disclose such information notwithstanding this Section 8, provided it must: (i) unless prohibited by applicable law, provide the other Party with prompt notice and reasonable cooperation if a protective order is sought; (ii) take reasonable steps to limit any such disclosure only to the Confidential Information required to be compliant with the Mandated Disclosure; and (iii) continue to otherwise protect all Confidential Information disclosed in response to such Mandated Disclosure
9. ADDITIONAL AGREEMENTS
   9.1. Limitation of Liability.
   (a) TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE MONETARY LIABILITY OF SCOOT AND ANY OF ITS EMPLOYEES, ASSIGNEES, OFFICERS, AGENTS AND DIRECTORS (COLLECTIVELY WITH SCOOT, THE “SCOOT PARTIES“) TO CUSTOMER OR ITS EMPLOYEES OR AGENTS, FOR ANY REASON AND FOR ALL CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO US UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
   (b) NEITHER CUSTOMER NOR THE SCOOT PARTIES WILL BE LIABLE UNDER ANY CAUSE OF ACTION, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION. THE LIMITATIONS ESTABLISHED IN THIS SECTION SHALL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, NOR TO DAMAGES RESULTING FROM A BREACH OF SECTION 8 OR A BREACH OF THE WARRANTIES ESTABLISHED IN SECTION 7.2. 
   (c) THE FOREGOING LIMITATIONS OF LIABILITY ARE PART OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND SCOOT AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF SCOOT PARTIES HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.  SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.
   (d) Neither Party may commence any action or proceeding against the other Party (and in the case of Customer, the Scoot Parties), whether in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within eighteen (18) months of the cause of action’s accrual.
   9.2. Indemnification.
   (a) Customer shall indemnify, defend, and hold harmless the Scoot Parties from and against any claims brought by a third party and all resulting liabilities and expenses (including reasonable attorneys’ fees), resulting from Customer’s failure to comply with Section 7.2(iii) or 6.
   (b) Subject to Section 9.3, Scoot will indemnify, defend and hold Customer harmless from and against any claims brought by a third party and all resulting liabilities and expenses (including reasonable attorneys’ fees), to the extent resulting from (i) any breach of Section 7.2(iii) of this Agreement by Scoot, or (ii) the Service’s infringement of any third-party intellectual property rights (including trademarks, patents or copyrights).  If such a claim described in (ii) has occurred, or in Scoot’s judgment is likely to occur, Customer agree to allow Scoot, at Scoot’s option and expense: (1) to procure the right for Customer to continue to use the Services, or (2) to replace or modify the Services so that they become non-infringing, or (3) in the event that the above remedies are not reasonably available, terminate this Agreement and issue a pro-rate refund to Customer for any prepaid but unused fees.  The Scoot Parties shall have no liability or obligation above to the extent any alleged infringement arises from (a) any content, data, audio, video, photographs, images, works of authorship or other materials that are posted, provided or uploaded to the Services by users (collectively, “User Content”); (b) use of the Services in combination with products or services not supplied by Scoot where the claim would not have arisen in the absence of such combination, or (c) use of the Services in a manner for which the Services were neither designed nor intended.
   (c) The Parties obligations in Section 9.2(a) and 9.2(b) are contingent upon the Party that is seeking to be indemnified, defended and/or held harmless: (i) giving prompt written notice to the other Party (“Indemnifying Party”) of the applicable claim; (ii) fully cooperating in the defense or settlement of any such claim, at the expense of the Indemnifying Party; and (iii) giving the Indemnifying Party full control over the defense or settlement of any such claim.
   9.3. Other Members. We do not control and are not responsible for the actions of other companies, their employees, or any other third parties, including without limitation any users of the Services. If a dispute arises between Customer or its Licensed Users and any other user or entity that has access to the Services, we shall have no responsibility or obligation to participate, mediate or indemnify any party.
   9.4. Privacy. We collect, process, transfer and secure personal data about Customer and Customer’s Licensed Users pursuant to the terms of our Privacy Policy, which can be found on the scoot.app website, and in accordance with all applicable data protection laws. Note that Customer is not obligated to provide us with personal information and any information collected by us will be provided by the Licensed Users at their own will in accordance with the Individual User Terms of Use.
   9.5. System Availability. We plan and operate to deliver an overall system uptime of 99.9%. We do not offer, and Customer will not be entitled to, any credits or refunds if we fail to meet our planned system availability, but failure to maintain such availability shall be grounds for termination pursuant to Section 5.3(b).
   9.6. Support Service Level Agreement. We will provide support response times in accordance with the subscription tier purchased.
10. GOVERNING LAW AND CLASS ACTION WAIVER
    10.1. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of Delaware.
    10.2. Arbitration.  Any dispute, controversy or claim between the parties arising out of or in relation to this Agreement or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement, shall be settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.  The place of arbitration shall be Dallas, Texas, U.S.A.  The arbitration proceedings shall be confidential. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.
    10.3. Class Action Waiver. Any proceeding to resolve or litigate any dispute between the parties arising out of this Agreement in any forum will be conducted solely on an individual basis. Neither Customer nor we will seek to have any dispute under this Agreement heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.
11. MISCELLANEOUS
    11.1. Insurance.  Scoot shall maintain commercially reasonable insurance coverage for a software business of its size and revenue.
    11.2. Updates to the Agreement.  Any modifications to this Agreement or Order Forms issued hereunder must be mutually agreed to in writing or through acceptance of terms Scoot’s Checkout  process.
    11.3. Waiver. Neither Party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party.
    11.4. Severable Provisions. Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
    11.5. Survival. Sections 1, 4 (to the extent any payments remain outstanding), 5.4, 6.1, 6.3, 7.2, 7.3, 8, 9, 10, and 11 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
    11.6. Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to support@scoot.app. Scoot shall send notices to both the Primary Contact or the Authorized Signatory. Notices related to this Agreement or the business relationship between Customer and Scoot should be sent by either Customer’s Primary Contact, Customer’s Authorized Signatory, or Customer’s legal counsel. If we receive multiple notices from different individuals within Customer containing inconsistent instructions, the Authorized Signatory’s notice will control unless we decide otherwise in our reasonable discretion.
    11.7. CustomerHeadings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.
    11.8. No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of the assigning Party or its parent corporation, neither Party may transfer or otherwise assign any of its rights or obligations under this Agreement (including by operation of law) without the other Party’s prior consent, which shall not be unreasonably withheld.
    11.9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both Parties or as otherwise permitted herein. All prior agreements and understandings between the Parties regarding the matters described herein have merged into this Agreement. No terms or conditions of any online terms (except those expressly referenced herein or provided by Scoot as part of Checkout) or other administrative document will be effective as a modification of the terms and conditions of this Agreement, regardless of the other Party’s failure to object to such form.