These terms of service constitute a legally binding agreement (the “Agreement”) between you and Zoom Innovations Inc. (“Zoom,” “we,” “us” or “our”) governing your use of the Zoom application, website, and technology platform (collectively, the “Zoom Platform”).
Please be advised: This Agreement contains provisions that govern how claims you and Zoom have against each other can be brought (see Section 17 below). These provisions will, with limited exception, require you to submit claims you have against Zoom 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.
By entering into to this Agreement, and/or by using or accessing the Zoom platform you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 17) and accept all of its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Zoom Platform. If you use the services of Zoom or its affiliates in another country, by using the Zoom Platform in that country you agree to be subject to Zoom’s terms of service for that country, as applicable.
The Zoom Platform
The Zoom Platform provides a marketplace where persons who seek transportation to certain destinations (“Riders”) can be matched with persons driving to or through those destinations (“Drivers”). Drivers and Riders are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Zoom Platform. Each person may only create one User account, and Zoom reserves the right to shut down any additional accounts. As a User, you authorize Zoom to match you with a Driver or Rider based on factors such as your location, the estimated time to pickup, your destination, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. For purposes of this Agreement, the driving services provided by Drivers to Riders that are matched through the Platform shall be referred to collectively as the “Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each transportation Service provided by a Driver to a Rider shall constitute a separate agreement between such persons.
Modification to the Agreement
In the event Zoom modifies the terms and conditions of this Agreement, such modifications shall be binding on you upon your acceptance of the modified Agreement. Zoom reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Zoom Platform or Services after any such changes shall constitute your consent to such changes.
The Zoom Platform may only be used by individuals who can form legally binding contracts under applicable law. The Zoom Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.
As a Rider, you understand that request or use of the Services may result in charges to you (“Charges”). Charges include Fares and other applicable fees, tolls, surcharges, and taxes as set forth on your market’s Zoom Cities page (www.zoom.cab/cities), plus any tips to the Driver that you elect to pay. Zoom has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to your market’s Zoom Cities page or quoting you a price for a specific ride at the time you make a request. Pricing may vary based on the type of service you request as described on your market’s Zoom Cities page. You are responsible for reviewing the applicable Zoom Cities page or price quote within the Zoom app and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.
Fares. There are two types of fares, variable and quoted.
- Variable Fares. Variable fares consist of a base charge and incremental charges based on the duration and distance of your ride. For particularly short rides, minimum fares may apply. Please note that we use GPS data from your Driver’s phone to calculate the distance traveled on your ride. We cannot guarantee the availability or accuracy of GPS data. If we lose signal we will calculate time and distance using available data from your ride.
- Quoted Fares. In some cases, Zoom may quote you a Fare at the time of your request. The quote is subject to change until the ride request is confirmed. If during your ride you change your destination, make multiple stops, or attempt to abuse the Zoom Platform, we may cancel the fare quote and charge you a variable fare based on the time and distance of your ride. Zoom does not guarantee that the quoted fare price will be equal to a variable fare for the same ride.
Fees and Other Charges
- Service Fee. You may be charged a “Service Fee” for each ride as set forth on the applicable Zoom Cities page.
- Prime Time. At times of high demand for Services (“Prime Time”) you acknowledge that Charges may increase substantially. For all rides with a variable fare, we will use reasonable efforts to inform you of any Prime-Time multipliers in effect at the time of your request. For quoted fares we may factor in the Prime-Time multiplier into the quoted price of the ride.
- Cancellation Fee. After requesting a ride, you may cancel it through the app, but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to show up after requesting a ride. Please check out our FAQs page to learn more about Zoom’s cancellation policy, including applicable fees.
- Damage Fee. If a Driver reports that you have materially damaged the Driver’s vehicle, you agree to pay a “Damage Fee” of up to $250 depending on the extent of the damage (as determined by Zoom in its sole discretion), towards vehicle repair or cleaning. Zoom reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee.
- Tolls. In some instances, tolls (or return tolls) may apply to your ride. Please see our Help Center and your market’s Zoom Cities page for more information about toll charges and a list of applicable tolls and return charges. We do not guarantee that the amount charged by Zoom will match the toll charged to the Driver, if any.
- Other Charges. Other fee and surcharges may apply to your ride, including: actual or anticipated airport fees, state or local fees, event fees as determined by Zoom or its marketing partners, and processing fees for split payments. In addition, where required by law Zoom will collect applicable taxes. See your market’s Zoom Cities page for details on other Charges that may apply to your ride.
- Tips. Following a ride, you may elect to tip your Driver in cash or through the Zoom application. Any tips will be provided entirely to the applicable Driver.
- Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g., Stripe, Inc., or Braintree, a division of PayPal, Inc.). Zoom may replace its third-party payment processing services without notice to you. Charges shall only be made through the Zoom Platform. With the exception of tips, cash payments are strictly prohibited. Your payment of Charges to Zoom satisfies your payment obligation for your use of the Zoom Platform and Services.
- No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Zoom Platform, any disruption to the Zoom Platform or Services, or any other reason whatsoever.
- Coupons. You may receive coupons that you can apply toward payment of certain Charges upon completion of a Ride. Coupons are only valid for use on the Zoom Platform, and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined, and if the cost of your ride exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the Ride. For quoted or variable fares, Zoom may deduct the amount attributable to the Service Fee, Tolls, or Other Charges before application of the coupon. If you split payment for a Ride with another User, your coupon will only apply to your portion of the Charges. Additional restrictions on coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant coupon within the Promotions section of the Zoom App.
- Credit Card Authorization. Upon addition of a new payment method or each ride request, Zoom may seek authorization of your selected payment method to verify the payment method, ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank. Check out our FAQs page to learn more about our use of pre-authorization holds.
If you are a Driver, you will receive payment for your provision of Services pursuant to the terms of the Driver Addendum, which shall form part of this Agreement between you and Zoom. The Driver Addendum is available in the Driver dashboard when you log into your account.
- By entering into this Agreement or using the Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or pre-recorded messages may be generated by automatic telephone dialing systems. Communications from Zoom, its affiliated companies and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of the Zoom Platform or Services, updates concerning new and existing features on the Zoom Platform, communications concerning promotions run by us or our third-party partners, and news concerning Zoom and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
- You may be able to create or log-in to your Zoom User account through online accounts you may have with third party social networking sites (each such account, an “SNS Account”). By connecting to Zoom through an SNS Account, you understand that Zoom may access, store, and make available any SNS Account content according to the permission settings of your SNS Account (e.g., friends, mutual friends, contacts or following/followed lists (the “SNS Content”)). You understand that SNS Content may be available on and through the Zoom Platform to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Information.
Promotions and Referral Programs
- Zoom, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Zoom. Zoom reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Zoom 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 terms or this Agreement.
- As part of your User account, Zoom may provide you with or allow you to create a “Zoom Code,” a unique alphanumeric code for you to distribute to your friends and family (each a “Referred User”) to become new Zoom Riders (“Referred Riders”) or Drivers (“Referred Drivers”) in your country. Zoom Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Zoom Code. You are prohibited from advertising Zoom Codes in any way, including through any of the following: Google, Facebook, Twitter, Bing and Craigslist. Zoom reserves the right to deactivate or invalidate any Zoom Code at any time in Zoom’s discretion.
- From time to time, Zoom may offer you with incentives to refer your friends and family to become new Users of the Zoom Platform in your country (the “Referral Program”). These incentives may come in the form of Zoom Credits, and Zoom may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion. Your distribution of Zoom Codes and participation in the Referral Program is subject to this Agreement and the additional Referral Program rules.
With respect to your use of the Zoom Platform and your participation in the Services, you agree that you will not:
- impersonate any person or entity;
- stalk, threaten, or otherwise harass any person, or carry any weapons;
- violate any law, statute, rule, permit, ordinance or regulation;
- interfere with or disrupt the Zoom Platform or the servers or networks connected to the Zoom Platform;
- post Information or interact on the Zoom Platform or Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
- use the Zoom Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Zoom Platform;
- “frame” or “mirror” any part of the Zoom Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
- modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Zoom Platform or any software used on or for the Zoom Platform;
- rent, lease, lend, sell, redistribute, license or sublicense the Zoom Platform or access to any portion of the Zoom Platform;
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Zoom Platform or its contents;
- link directly or indirectly to any other web sites;
- transfer or sell your User account, password and/or identification to any other party
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
- cause any third party to engage in the restricted activities above.
Driver Representations, Warranties and Agreements
By providing Services as a Driver on the Zoom Platform, you represent, warrant, and agree that:
- You possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide transportation to Riders in all jurisdictions in which you provide Services.
- You own, or have the legal right to operate, the vehicle you use when providing Services, 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 will not engage in reckless behavior while driving, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing Services, provide Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Zoom community or third parties.
- You will only provide Services using the vehicle that has been reported to, and approved by Zoom, and for which a photograph has been provided to Zoom, and you will not transport more passengers than can securely be seated in such vehicle (and no more than seven (7) passengers in any instance).
- You will not, while providing the Services, operate as a public or common carrier or taxi service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a rider pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.
- You will not attempt to defraud Zoom or Riders on the Zoom Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable Fares or other payments for the ride(s) in question.
- You will make reasonable accommodation for Riders and/or for service animals, as required by law and our Service Animal Policy.
- 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 have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Services.
- You will pay all applicable taxes based on your provision of Services and any payments received by you.
- All intellectual property rights in the Zoom Platform shall be owned by Zoom absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Zoom Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Zoom. Zoom shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
- ZOOM and other Zoom logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Zoom in Canada and/or other countries (collectively, the “Zoom Marks”). If you provide Services as a Driver, Zoom grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Zoom Marks solely in connection with providing the Services through the Zoom Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Zoom’s prior written permission, which it may withhold in its sole discretion. The Zoom Marks may not be used in any manner that is likely to cause confusion.
- You acknowledge that Zoom is the owner and licensor of the Zoom Marks, including all goodwill associated therewith, and that your use of the Zoom Marks will confer no additional interest in or ownership of the Zoom Marks in you but rather inures to the benefit of Zoom. You agree to use the Zoom Marks strictly in accordance with Zoom’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Zoom determines to nonconforming or otherwise unacceptable.
- You agree that you will not: (1) create any materials that use the Zoom Marks or any derivatives of the Zoom Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Zoom in writing; (2) use the Zoom Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Zoom Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Zoom’s rights as owner of the Zoom Marks or the legality and/or enforceability of the Zoom Marks, including, challenging or opposing Zoom’s ownership in the Zoom Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Zoom Marks, any derivative of the Zoom Marks, any combination of the Zoom Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Zoom Marks; (5) use the Zoom Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
- Violation of any provision of this License may result in immediate termination of the License, in Zoom’s sole discretion. If you create any materials bearing the Zoom Marks (in violation of this Agreement or otherwise), you agree that upon their creation Zoom exclusively owns all right, title and interest in and to such materials, including any modifications to the Zoom Marks or derivative works based on the Zoom Marks. You further agree to assign any interest or right you may have in such materials to Zoom, and to provide information and execute any documents as reasonably requested by Zoom to enable Zoom to formalize such assignment.
- The following disclaimers are made on behalf of Zoom, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
- Zoom does not provide transportation services, and Zoom is not a transportation carrier. Zoom is not a common carrier or public carrier. It is up to the Driver to decide whether or not to offer a ride to a Rider contacted through the Zoom Platform, and it is up to the Rider to decide whether or not to accept a ride from any Driver contacted through the Zoom Platform. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Services.
- The Zoom Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Zoom Platform and/or the Services, including the ability to provide or receive Services at any given location or time. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
- We do not warrant that your use of the Zoom Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Zoom Platform will be corrected, or that the Zoom Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Zoom Platform or Services.
- We cannot guarantee that each Driver or Rider is who he or she claims to be. Please use common sense when using the Zoom Platform and Services, including looking at the photos of the Driver or Rider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Zoom Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Rider prior to engaging in an arranged transportation service.
- Zoom is not responsible for the conduct, whether online or offline, of any User of the Zoom Platform or Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Drivers or Riders. By using the Zoom Platform and participating in the Services, you agree to accept such risks and agree that Zoom is not responsible for the acts or omissions of Users on the Zoom Platform or participating in the Services.
- You are responsible for the use of your User account and Zoom expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.
- It is possible for others to obtain information about you that you provide, publish or post to or through the Zoom Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Zoom Platform or through the Services. Please carefully select the type of information that you post on the Zoom Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
- Opinions, advice, statements, offers, or other information or content concerning Zoom or made available through the Zoom Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Zoom Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Zoom Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
- Location data provided by the Zoom Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Zoom, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Zoom Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Zoom Platform may be accessible to Zoom and certain Users of the Zoom Platform.
- Zoom advises you to use the Zoom Platform with a data plan with unlimited or very high data usage limits, and Zoom shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Zoom Platform.
- This paragraph applies to any version of the Zoom Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Zoom. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Zoom Platform. Zoom, not Apple, is solely responsible for the Zoom Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
Certain jurisdictions may require additional disclosures to you. You can view any disclosures required by your local jurisdiction at www.zoom.cab/faqs. We will update the disclosures page as jurisdictions add, remove or amend these required disclosures, so please check in regularly for updates.
You will defend, indemnify, and hold Zoom including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Zoom Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Zoom Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Services as a Driver; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
Limitation of Liability
In no event will Zoom, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively “Zoom” for purposes of this section), be liable to you for any incidental, special, exemplary, punitive, consequential, or indirect damages (including damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Zoom Platform, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Zoom Platform, the Services, or this Agreement, however arising including negligence, even if we or our agents or representatives know or have been advised of the possibility of such damages. The Zoom Platform may be used by you to request and schedule transportation, goods, or other services with third party providers, but you agree that Zoom has no responsibility or liability to you related to any transportation, goods or other services provided to you by third party providers other than as expressly set forth in this agreement. Certain jurisdictions may not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.
Term and Termination
This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by either party without cause, upon seven (7) days’ prior written notice to the other; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10.1.1 through 10.1.8 of this Agreement. In addition, Zoom may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below Zoom’s star rating or cancellation threshold; (3) Zoom has the good faith belief that such action is necessary to protect the safety of the Zoom community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Zoom’s reasonable satisfaction prior to Zoom permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Zoom’s satisfaction, this Agreement will not be permanently terminated. Sections 2, 6, 7 (with respect to the license), 11-12, 14-19, and 21 shall survive any termination or expiration of this Agreement.
Dispute Resolution and Arbitration Agreement
- Agreement to Binding Arbitration Between You and Zoom.
- You and Zoom mutually agree to waive our respective rights to resolution of disputes in a court of law by a judge or jury and agree to resolve any dispute by arbitration, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Arbitrations Act (Ontario) and survives after the Agreement terminates or your relationship with Zoom ends. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Zoom, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Zoom’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third party beneficiaries of this Arbitration Agreement.
- Except as expressly provided below, all disputes and claims between us (each a “Claim” and collectively, “Claims”) shall be exclusively resolved by binding arbitration solely between you and Zoom. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Zoom Platform, the Services, any other goods or services made available through the Zoom Platform, your relationship with Zoom, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or on Zoom’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Zoom, any city, county, province, state or federal hourly wage law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under all applicable legislative and/or common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
- By agreeing to arbitration, you understand that you and Zoom are waiving the right to sue in court or have a jury trial for all Claims, except as expressly otherwise provided in this Arbitration Agreement. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
Prohibition of Class Actions and Non-Individualized Relief
- You understand and agree that you and Zoom may each bring Claims in arbitration against the other only in an individual capacity and not on a class, collective action, or representative basis (“Class Action Waiver”). You understand and agree that you and Zoom both are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding.
- The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.
- Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the applicable arbitration rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining claims and may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
Rules Governing the Arbitration
- Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the ADR Institute of Ontario (“ADR”) pursuant to its Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the ADR’s website (http://adr-ontario.ca) (the “ADR Rules”). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of ADR Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding.
- As part of the arbitration, both you and Zoom will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.
- The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Riders or Drivers, but is bound by rulings in prior arbitrations involving the same Rider or Driver to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.
Arbitration Fees and Awards
- The payment of filing and arbitration fees will be governed by the relevant ADR Rules to the greatest extent permitted by law.
- Each party shall pay its own legal fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
- At the end of any arbitration, the arbitrator may award reasonable fees and costs to the extent permitted by applicable law.
Location and Manner of Arbitration
- Unless you and Zoom agree otherwise, any arbitration hearings between Zoom and a Rider will take place in the Province of Ontario, Canada. If your Claim is for $10,000 or less, Zoom agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as determined by the ADR Rules. If your Claim exceeds $10,000, the right to a hearing will be determined by the ADR Rules.
Exceptions to Arbitration
- This Arbitration Agreement shall only apply to the extent permitted by applicable law. Nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before body in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, to the greatest extent permitted by law. Monetary damages may only be recovered in one forum. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.
- In addition to the severability provisions above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
Optional Pre-Arbitration Negotiation Process
- Before initiating any arbitration or proceeding, you and Zoom may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Zoom. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and lawyers are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
- You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Zoom’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Zoom for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Zoom in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Zoom with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Zoom or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Zoom; becomes known to you, without restriction, from a source other than Zoom without breach of this Agreement by you and otherwise not in violation of Zoom’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Zoom to enable Zoom to seek a protective order or otherwise prevent or restrict such disclosure.
Relationship with Zoom
- As a Driver on the Zoom Platform, you acknowledge and agree that you and Zoom are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Zoom expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Zoom; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Zoom, and you undertake not to hold yourself out as an employee, agent or authorized representative of Zoom.
- Zoom does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Zoom Platform. You retain the option to accept or to decline or ignore a Rider’s request for Services via the Zoom Platform, or to cancel an accepted request for Services via the Zoom Platform, subject to Zoom’s then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, Zoom shall have no right to require you to: (a) display Zoom’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Zoom’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.
- In addition to connecting Riders with Drivers, the Zoom Platform may enable Users to provide or receive goods or services from other third parties. For example, Users may be able to use the Zoom Platform to order a delivery of goods, purchase a digital item, request a carpool ride from a commuter going in your direction, or when travelling outside of Canada and the United States, to connect with local transportation platforms and request rides from local drivers (collectively, the “Other Services”). You understand and that the Other Services are subject to the terms and pricing of the third-party provider. If you choose to purchase Other Services through the Zoom Platform, you authorize Zoom to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that Zoom is not responsible and may not be held liable for the Other Services or the actions or omissions of the third- party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the Zoom Platform.
- Except as otherwise contemplated herein, this Agreement shall be governed by the laws of the Province of Ontario, Canada without regard to choice of law principles. This choice of law provision is only intended to specify the use of Ontario law to interpret this Agreement and is not intended to create any other substantive right to non-Ontarians to assert claims under Ontario law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Zoom, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Zoom shall be given by certified mail, postage prepaid and return receipt requested to Zoom, Inc., 4551 Zimmerman Ave, Niagara Falls, Ontario, Canada L2E 3M5. Any notices to you shall be provided to you through the Zoom Platform or given to you via the email address or physical you provide to Zoom during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Zoom with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
If you have any questions regarding the Zoom Platform or Services, please contact our Customer Support Team through email at [email protected]