Terms & Conditions

Please read our terms of use carefully.

 Platform Access Agreement – Updated as of 21/03/2025

This Platform Access Agreement (this “PAA”) is by and among you and your company/business (“you”) and the following entity as applicable, based on the region specified: Swooper UK.

This PAA governs your access to our Platform (defined below) which facilitates your provision of rideshare or peer-to-peer transportation service (collectively, “P2P Service”) to account holders seeking to access certain types of P2P Service (“Users”) for themselves and/or their guests. For the sake of clarity and depending on the context, references to “Swooper UK,” “we,” “our” and “us” may also refer to the appropriate Swooper UK- affiliated contracting entity accordingly or Swooper UK collectively.

Terms:

  • ‘USER’ – An end user hailing a services from the site.
  • ‘DRIVER’ – A person able to provide the service for the user.
  • ‘JOB’ – The service given by driver to user.
  • ‘DRIVER SITE’ – Swooper.co.uk website/platform
  • EG; The Driver was able to complete the job requested by the user via the Driver site.

Access to our technology platform includes access to our technology application (the “Driver App”) that, amongst other things, facilitates P2P Service between you and Users; as well as websites and all other associated services, including payment and support services, provided by Swooper UK, its affiliates or third parties (collectively, our “Platform”).

Your access to our Platform is also governed by the applicable terms found on our website, including without limitation, the Community Guidelines, Referral Policies, other applicable Swooper UK standards and policies (including, without limitation, Swooper UK’s safety standards, the accessibility policies and U.S. Service Animal Policy) and, except as provided in Section 12.9 below, any other agreements you have with us (including those related to how you choose to interact with our Platform, the services you choose to provide and where you chose to provide them) (collectively with this PAA, this “Agreement”), which are incorporated by reference into this Agreement. By accepting this Agreement, you confirm that you have read, understand and accept the provisions of this Agreement and intend to be bound by this Agreement. This Agreement is effective as of the date and time you accept it.

1. Relationship with Swooper UK

1.1. Contracting Parties

The relationship between the parties is solely as independent business enterprises, each of whom operates a separate and distinct business enterprise that provides a service outside the usual course of business of the other. This is not an employment agreement and you are not an employee. You confirm the existence and nature of that contractual relationship each time you access our Platform. We are not hiring or engaging you to provide any service; you are engaging us to provide you access to our Platform. Nothing in this Agreement creates, will create, or is intended to create, any employment, partnership, joint venture, franchise or sales representative relationship between you and us. The parties do not share in any profits or losses. You have no authority to make or accept any offers or representations on our behalf. You are not our agent and you have no authority to act on behalf of Swooper UK.

1.2. Your Choice to Provide P2P Service to Users

We do not, and have no right to, direct or control you. Subject to Platform availability, you decide when, where and whether

(a) you want to offer P2P Service facilitated by our Platform and

(b) you want to accept, decline, ignore or cancel a Ride (defined below) request; provided, in each case, that you agree not to discriminate against any potential Rider in violation of the Requirements (defined below). Subject to your compliance with this Agreement, you are not required to accept any minimum number of Rides in order to access our Platform and it is entirely your choice whether to provide P2P Service to Users directly, using our Platform, or using any other method to connect with Users, including, but not limited to other platforms and applications in addition to, or instead of, ours. You understand, however, that your Users’ experiences with your Rides, as determined by Rider input, may affect your ability to access our Platform or provide Rides.

2. Our Platform

2.1. General

While using our Driver site, you may receive lead generation and other technology-based services that enable those operating independent business enterprises like you to provide P2P Service requested by Users (“Jobs”). Subject to the terms and conditions of this Agreement, Swooper UK hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use our Platform (including the Driver Site) solely for the purpose of providing Rides and accessing services associated with providing Rides.

2.2. Compliance

(a) You are responsible for identifying, understanding, and complying with (i) all laws (including, but not limited to, the users with Disabilities Act and applicable laws governing your collection, use, disclosure, security, processing and transfer of data), rules and regulations that apply to your provision of jobs (including whether you are permitted to provide P2P Service at all) in the jurisdiction(s) in which you operate (your “Region”) and (ii) this Agreement (collectively, the “Requirements”). Subject to applicable law, you are responsible for identifying and obtaining any required license (including driver’s license), permit, or registration required to provide any P2P Service that you provide using our Platform. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, your ability to access and use our Platform is at all times subject to your compliance with the Requirements. You agree not to access or attempt to access our Platform if you are not in compliance with the Requirements.

(b) The users with Disabilities Act imposes obligations including the obligation to transport Users with service animals and does not contain exceptions for allergies or religious objections. We have the right to and you consent to the permanent deactivation of your Driver site account and the permanent termination of your contractual relationship with us if, based on the evidence, we conclude that you knowingly refused a job request from a user with a service animal, or if we receive plausible reports from Users of more than one cancellation or refusal by you alleged to be on the basis of the presence of a Rider’s service animal.

2.3. Your Provision of Transportation and or Services to Users

You represent, warrant and covenant that;

(a) you have all the necessary expertise and experience to provide users in compliance with the Requirements and standards applicable to the P2P Service,

(b) your access and use of our Platform, and provision of P2P Service, in your Region is permitted by the Requirements (including any age requirements), and

(c) all such access and use of our Platform will be in compliance with the Requirements.

You are responsible for, and bear all costs of, providing all equipment, tools and other materials that you deem necessary or advisable and are solely responsible for any obligations or liabilities arising from the jobs you provide.

2.4. Accessing our Platform

(a) To provide jobs, you must create and register an account. All information you provide to us must be accurate, current and complete and you will maintain the accuracy and completeness of such information during the term of this Agreement. Unless otherwise permitted by us in writing, you agree to only possess one account for providing jobs.

You are responsible for all activity conducted on your account. For account security and user safety purposes, you agree not to share or allow anyone to use your login credentials or other personal information used in connection with your account, including but not limited to photos of yourself, to access our Platform.

If you think anyone has obtained improper access to your account, login credentials or personal information, you are required to notify us and to change your password immediately so that we may take appropriate steps to secure your account. You agree that Swooper UK is not responsible for any losses arising from your sharing of account credentials with a third party, including without limitation phishing. You can visit swooper.co.uk for more information about securing your account.

(b) You represent, warrant, and covenant that you have all required authority to accept and be bound by this Agreement.

If you are accepting this Agreement on behalf of your company, entity, or organisation, you represent and warrant that you are an authorised representative of that company, entity, or organisation with the authority to bind such party to this Agreement.

2.5. Background Checks and Licensing, Vehicle Standards

(a) During your account creation and registration, we will collect, and may verify, certain information about you and the vehicle(s) you use to provide jobs ( “your vehicle”).

(b) You will also be required to pass various background, driving record and other checks both prior to the first time you access our Platform and from time to time thereafter during the term of this Agreement; these checks may be facilitated by third parties. You hereby authorise and instruct us to provide copies of such checks to insurance companies, relevant regulators and/or other governmental authorities as needed for safety or other reasons, as described in our Privacy Notice.

(c) You agree that your vehicle will be properly registered, licensed and suitable to provide Rides in your Region. You represent that at all times during the provision of any job(s) your vehicle will be in your lawful possession with valid authority to use your vehicle to provide jobs in your Region. You agree that your vehicle will be in safe operating condition, consistent with safety and maintenance standards for a vehicle of its type in the P2P Service industry.

You agree to monitor for and repair any parts that are recalled by your vehicle’s manufacturer (as well as anything else the Requirements applicable to your particular Region may require).

(d) You agree that you are able by law to provide the services via our site. That any insurances, MOT and certificates are maintained and up to date to provide such service.

2.6. Accepting job Requests

(a) Job requests may appear in the Driver Site and you may attempt to accept, decline or ignore them. Accepting a job request creates a direct business relationship between you and your user in accordance with the terms of the transportation service the user has requested through our Platform. The mechanism for accepting or declining jobs may vary depending on your location and the type of job-request you accept. You acknowledge upon acceptance of a job request, you may incur Swooper UK fees (10%) as described in an applicable fare addendum to this PAA.

(b) You will choose the most effective, efficient, and safe manner to reach the destinations associated with a job. Any navigational directions offered in the Driver site are offered for your convenience only; you have no obligation to follow such navigational directions. You agree to transport Users, or their guests, directly to their specified destination, as directed by the applicable person, without unauthorised interruption or unauthorised stops.

(c) You may receive user information, including approximate pickup location, and you agree that your user may also be given identifying information about you, including your first name, photo, location, vehicle information, and certain other information you have voluntarily provided through the Driver site (collectively, “User Information”). Without a user’s consent, you agree to not contact any user or otherwise use any of the user’s User Information except solely in connection with the provision of job(s) to that user. You agree to treat all User Information as Confidential Information (defined below) received by you under this Agreement. You acknowledge that your violation of your confidentiality obligations may also violate certain laws and could result in civil or criminal penalties.

2.7. Use of Swooper UK Branded Materials

(a) Except to the extent necessary to comply with applicable law, you are not required to use, wear or display Swooper UK’s name or logo on your vehicle or clothing, or to use signalling lights, stickers, decals, or other such materials displaying Swooper UK’s name or logo (collectively “Swooper UK Branded Materials”).

(b) Your authorised display of Swooper UK Branded Materials may signify to Users that your P2P Service is facilitated by our Platform. Swooper UK grants you a limited license to use, wear, or display Swooper UK Branded Materials provided directly to you by Swooper UK (“Authorised Swooper UK Branded Materials”) when providing Rides solely for the purpose of identifying yourself and your vehicle to Users as someone selling P2P Service facilitated by our Platform. You agree not to (i) use, wear, or display Swooper UK-Branded Materials that are not Authorised Swooper UK Branded Materials (ii) purchase, accept, offer to sell, sell or otherwise transfer Swooper UK Branded Materials that are not Authorised Swooper UK Branded Materials or (iii) offer to sell or sell, or otherwise transfer Authorised Swooper UK Branded Materials, without Swooper UK’s prior written permission, or (iv) display Swooper UK Branded Materials when you are not accessing the Platform.

(c) The parties expressly agree that your access to, or use of, Swooper UK Branded Materials, whether or not authorised, does not indicate an employment or other similar relationship between you and us. You further agree not to represent yourself as our employee, representative or agent for any purpose or otherwise misrepresent your relationship with us.

(d) You agree to destroy and discard any Swooper UK Branded Materials if your account is deactivated and/or if you lose access to the Platform.

2.8. Crashes, Criminal Offenses, and Other Compliance Obligations

For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident (including any crash involving your vehicle) that occurs during your provision of a Ride and you agree to cooperate with any investigation and attempted resolution of such incident. Additionally, you agree to notify us within 24 hours if you are arrested for, charged with, or convicted of a criminal offense, for Platform eligibility consideration.

2.9. Ratings

Your user may be asked to comment on your services, and you may be asked to comment on your user. These comments can include star or other ratings and other feedback (collectively, “Ratings”), which we ask all parties to provide in good faith. Ratings are not confidential and you hereby authorise our use, distribution and display of your Ratings (and Ratings about you) as provided in our Privacy Notice, without attribution or further approval. We have no obligation to verify Ratings or their accuracy, and may remove them from our Platform in accordance with the standards in our Community Guidelines. You can find out more about Ratings and how they may affect your ability to access our Platform by visiting our website.

2.10. Location Based Technology Services; Communication Consents

(a) Your device geo-location information is required for the proper functioning of our Platform, and you agree to not take any action to manipulate or falsify your device geo-location. You grant us the irrevocable right to obtain your geo-location information and to share your location with third parties, including your Users, who will see the approximate location of your vehicle in the Driver site before and during their job. We may not and will not use this information to attempt to supervise, direct, or control you or your provision of jobs.

(b) You agree that we may contact you by email, telephone or text message (including by an automatic telephone dialling system) at any of the phone numbers provided by you, or on your behalf, in connection with your account. Notwithstanding the foregoing, we may also contact you by any of the above means, including by SMS, in case of suspected fraud or unlawful activity by your or on your account.

3. Insurance

3.1. Your Auto Liability Insurance for P2P Service

You will maintain automobile liability insurance on your vehicle that provides protection against bodily injury and property damage to third parties at coverage levels that satisfy the minimum requirements to operate a vehicle on public roads wherever you use your vehicle. You must be listed as an insured or a driver on your automobile liability insurance. You will provide us with a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for your policy, as well as copies of the same upon renewal. You will notify us in writing immediately if the policy you have is cancelled.

3.2. Limitations on Your Personal Insurance

You understand that while you are providing P2P Service your personal automobile insurance policy may not afford liability, comprehensive, collision, medical payments, personal injury protection, uninsured motorist, underinsured motorist, or other coverage for you. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility to resolve them with your insurer.

3.3. Your Other Insurance for P2P Service

You will maintain workers’ compensation insurance if it is required by applicable law. If allowed by applicable law, you can insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance (and it is at your own risk if you decide not to).

3.4. Your Other Insurance for P2P Service

You will maintain workers’ compensation insurance if it is required by applicable law. If allowed by applicable law, you can insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance (and it is at your own risk if you decide not to).

3.5. Swooper UK Maintained Insurance

We may, in our sole discretion, choose to maintain auto insurance related to your jobs, but we are not required to provide you with any specific coverage for loss to you or your vehicle, unless we specifically describe it in an addendum to this PAA. We can change, reduce or cancel insurance that is maintained by us, if any, at any time without notice to you or authorization from you.

4. Payments

4.1. Payment terms

(a) After completion of a job and proof of job has been submitted. User has 7 days to dispute any service received by driver. Upon completion of 7 days lapse, payment for such job will be released into payment run or following Friday which ever is to fall first.

(a2) If a driver is unable to complete a job, it is the end user (customer) responsibility to open a dispute case.

(b) Availability of Pay. We are not able to ensure that all payments are deposited instantly. The speed at which you receive payments will depend on your bank and other factors. If your bank rejects a payment, or it fails in our system, the entire amount available will be held until said time for your banks clearance and you will receive the payment typically 1-3 business days later.

4.2.

Payment terms, fare calculations and payment methods are described in a separate fare addendum, which shall form part of this Agreement.

5. Term and Termination; Effect; Survival

5.1. Term

This Agreement is effective as of the date and time you accept it and will continue until terminated by you or us.

5.2. Termination by You

You may terminate this Agreement

(a) without cause at any time upon seven (7) days’ prior written notice to Swooper UK; and

(b) immediately, without notice for Swooper UK’s violation or alleged violation of a material provision of this Agreement. You can find out more about how to delete your account by navigating to help at Swooper.co.uk

5.3. Deactivation

You consent to and we may temporarily deactivate your account without notice to investigate whether you have engaged in, or your account has been used in, activity that is deceptive, fraudulent, unsafe, illegal, harmful to our brand, business or reputation, or that violates this Agreement (including the policies incorporated herein by reference) (any of the foregoing, a “Material Breach or Violation”). You also consent to and we may terminate this Agreement or permanently deactivate your account without notice if we determine in our discretion that a Material Breach or Violation has occurred.

5.4. Effect of Termination and Survival

Upon termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination. Once the Agreement is terminated you will no longer access our Platform to provide Rides. You agree to use commercially reasonable efforts to return any Swooper UK Branded Materials, but excluding promotional materials, to an Swooper UK Greenlight Hub or destroy them. Sections 1, 2.7, 2.10(b), 4, 5.4, 6-9, 12 and 13 shall survive any termination or expiration of this Agreement.

5.5. Legal

By accepting these terms and conditions:

You shall not act in any means/ways unlawful.

6. DISCLAIMERS

6.1.

WE PROVIDE OUR PLATFORM AND ANY ADDITIONAL PRODUCTS OR SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND, AND YOUR ACCESS TO OUR PLATFORM IS NOT GUARANTEED TO RESULT IN ANY RIDE REQUESTS. WE DO NOT WARRANT THAT OUR PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR- FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, THAT OUR TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT YOUR ACCESS TO OUR PLATFORM.

6.2.

WE PROVIDE LEAD GENERATION AND RELATED SERVICES ONLY, AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR ACTUALLY RECEIVE RIDES FROM YOU. WE DO NOT SCREEN OR EVALUATE THESE USERS. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SAFETY, SECURITY, AND NON INFRINGEMENT. WE EXCLUDE ALL WARRANTIES TO THE EXTENT THOSE REGULATIONS ALLOW.

6.3.

IF A DISPUTE ARISES BETWEEN YOU AND YOUR USERS OR ANY OTHER THIRD PARTY, YOU RELEASE US FROM LOSSES 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.

6.4.

WE MAY USE ALGORITHMS IN AN ATTEMPT TO FACILITATE RIDES AND IMPROVE THE: EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF OUR PLATFORM; ANY SUCH USE DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.

7. Information

We may collect and disclose information from or about you when you create an account, interact with our Platform or provide Rides and as otherwise described in our Privacy Notice. Notwithstanding anything herein to the contrary

(a) the collection, use, and disclosure of such information will be made in accordance with our Privacy Notice and

(b) if you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with, or related to, us or our Platform, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

8. Confidentiality

8.1. Confidential Information

Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party or third parties (“Confidential Information”). Confidential Information includes Rider User Information and the transportation volume, marketing and business plans, business, financial, technical, operational and such other, non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. Confidential Information does not include any information that:

(a) was in the receiving party’s lawful possession prior to the disclosure, as clearly and convincingly corroborated by written records, and had not been obtained by the receiving party either directly or indirectly from the disclosing party;

(b) is lawfully disclosed to the receiving party by a third party without actual, implied or intended restriction on disclosure through the chain of possession, or

(c) is independently developed by the receiving party without the use of or access to the Confidential Information, as clearly and convincingly corroborated by written records.

8.2. Obligations

Each party acknowledges and agrees that:

(a) all Confidential Information shall remain the exclusive property of the disclosing party;

(b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement;

(c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform their obligations under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party; subject to applicable law and our internal record-keeping requirements.

8.3. Remedies

The unauthorised use or disclosure of any Confidential Information would cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the parties have the right to obtain immediate equitable relief to enjoin any unauthorised use or disclosure of Confidential Information disclosed by the other party, in addition to any other rights or remedies described in Section 13, applicable law or otherwise.

9. Intellectual Property

We reserve all rights not expressly granted in this Agreement. The Driver site, our Platform, and all data gathered through our Platform, including all intellectual property rights therein (the “Platform IP”), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of Swooper UK’s or our licensors’ company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights (“Swooper UK Names, Marks, or Works”) or the Platform IP conveys or grants to you any rights in or related to the Platform IP, or related intellectual property rights, including Swooper UK’s Names, Marks, or Works, except for the limited license granted above. You shall not, and shall not allow any other party to:

(a) license, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Platform IP or Authorised Swooper UK-Branded Materials;

(b) reverse engineer or attempt to extract the source code of our software, except as allowed under law;

(c) use, display, or manipulate any of Swooper UK Names, Marks, or Works for any purpose other than to provide Rides;

(d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include Swooper UK Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work;

(e) use Swooper UK Names, Marks, or Works as your social media profile picture or wallpaper;

(f) purchase keywords (including, but not limited to Google AdWords) that contain any Swooper UK Names, Marks, or Works;

(g) apply to register, reference, use, copy, and/or claim ownership in Swooper UK’s Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited license granted above;

(h) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Platform or data; or

(i) aggregate Swooper UK’s data with competitors’.

10. Third-Party Services

From time to time we may permit third parties to offer their services to users of our Platform. Third-party services may be subject to additional terms (including pricing) that apply between you and the party(ies) providing such services. If you choose to access the third-party services you understand that the providers of the third-party services are solely responsible for liabilities arising in connection with the access and use of such third-party services. While we may allow users to access such services through our Platform and we may collect information about our users’ use of such services, we may not investigate, monitor or check such third-party services for accuracy or completeness.

11. Termination of Prior Agreements

11.1. Prior TSA

This Section 11 only applies if you were a party to an effective technology services agreement (a “Prior Agreement”) with Swooper UK immediately prior to your acceptance of this Agreement. Except as provided in Sections 11.2 and 13 below, you and Swooper UK hereby terminate your Prior Agreement (except as provided in the survival provision of such agreement) and the Deprecated Documents (defined below)(collectively, “Prior Documents”), effective as of your acceptance of this Agreement. The parties, respectively, hereby waive any applicable notice requirements with respect to their termination of the Prior Documents.

11.2. Other Agreements

Notwithstanding the termination of your Prior Documents, you hereby

(a) ratify, assume and confirm your obligations under any supplements or addenda, except those that are no longer required by the Requirements or applicable to your provision of P2P Service (“Deprecated Documents”), accepted in connection with your Prior Agreement that are not expressly superseded by this PAA or documents accepted in connection with the acceptance of this PAA, with such changes as may be required to effectuate the foregoing (“Continuing Documents”) and

(b) acknowledge and agree that as of your acceptance of this Agreement such Continuing Documents are incorporated by reference and form a part of this Agreement. We hereby ratify, assume and confirm our obligations under such Continuing Documents.

12. Miscellaneous

12.1. Modification

You will only be bound by modifications or supplements to this PAA on your acceptance, but if you do not agree to them, you may not be allowed to access our Platform. Such modifications or supplements may be provided to you only via electronic means. From time to time we may modify information hyperlinked in this PAA (or the addresses where such information may be found) and such modifications shall be effective when posted.

12.2. Severability

Invalidity of any provision of this Agreement does not affect the rest of this Agreement. The parties shall replace the invalid or non-binding provision with provision(s) 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.

12.3. Assignment

We may freely assign or transfer this Agreement or any of our rights or obligations in them, in whole or in part, without your prior consent. You agree not to assign this Agreement, in whole or in part, without our prior written consent, and any attempted assignment without such consent is void.

12.4. Conflicts

Except with respect to the Arbitration Provision, if there is a conflict between this PAA and any supplemental terms between you and us, those supplemental terms will prevail with respect to the specific conflict if explicitly provided therein, and is in addition to, and a part of, this Agreement.

12.5. Interpretation

In this Agreement, “including” and “include” mean “including, but not limited to.”

12.6. Notice

Except as explicitly stated otherwise, any notices to us shall be given by certified mail, postage prepaid and return receipt requested to Swooper UK.

12.7. Governing Law

Except as specifically provided in this PAA, this PAA is governed by the applicable law of the state where you reside (or where your entity is domiciled) when you accepted this PAA (the “Governing Law”). The Governing Law shall apply without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.

12.8. Entire Agreement

Except as specifically set forth in Section 12.4 or the Arbitration Provision, this Agreement, constitutes the entire agreement and understanding with respect to the subject matter expressly contemplated herein and therein, and supersedes all prior or contemporaneous agreements or undertakings on this subject matter.

12.9. No Incorporation

Notwithstanding anything herein to the contrary, no agreement, term or other provision relating to your indemnification obligations to us will be considered incorporated by reference, or otherwise a part of, this Agreement.

12.10. Existing Documents

Defined terms in documents accepted in connection with your acceptance of this Agreement that reference a technology services agreement shall be deemed amended to reference analogous terms defined in this Agreement, including by replacing the term “Technology Services Agreement” with “Platform Access Agreement”.

12.11. Questions

If you have questions about our Platform, you may contact us by logging on to drivers. Swooper.co.uk and navigating to the “Contact Us” section.

By clicking “Yes, I agree,” I expressly acknowledge that I have read, understood, and considered the consequences of this Agreement, that I agree to be bound by the terms of this Agreement, and that I am legally competent to enter into this Agreement with Swooper UK