Last Updated: May 22, 2019

Restaurant Offers Program Addendum to Uber Eats Master Framework Agreement

This Restaurant Offers Program Addendum (“Offers Addendum”) adds additional terms and conditions which will govern Restaurant’s (“you” or “your”) use of the Offer Tools (as defined below) and your ability to provide Offers (as defined below) to your customers through the Uber Eats Platform. The Offers Addendum is governed by the terms and conditions of your Uber Eats Master Framework Agreement (with all addenda and as amended, the “Agreement”) with Uber Portier B.V. or one of its affiliates (collectively “Uber” or “we”) and, together with the terms of the Agreement, shall constitute a separate, enforceable agreement between Uber and you. In the event of any conflict between the Offers Addendum and the Agreement, the terms of the Offers Addendum shall govern with respect to the subject matter herein. Subject to the foregoing, undefined, capitalized terms in the Offers Addendum will have the meaning set forth in the Agreement.

By clicking “I accept the Terms and Conditions”, you agree to be bound by the terms of this Offers Addendum and confirm and warrant that the individual clicking to accept this Offers Addendum is authorised by you to bind, and does hereby bind, you to such Offers Addendum.

1. Restaurant Offers Program and Offers.

Subject to the terms and conditions of the Agreement and any other guidelines or eligibility criteria for Offers that Uber may make available from time to time, Uber hereby authorizes Restaurant to use Uber’s proprietary, automated tools (“Offer Tools”) to feature short-term Restaurant offers that are designed and fulfilled by the Restaurant to stimulate customer demand, including, by way of example, the provision of discounts and special offers through the Uber Platform (each such offer hereafter an “Offer”). Restaurant authorizes Uber to use automated tools to feature Offers within the Uber Eats Platform. Unless otherwise specified by Uber in writing, Restaurant will be solely responsible for defining each Offer (within the scope of functionality provided by the Offer Tools), including, without limitation, the start date, end date, and budget for each Offer, but each Offer will be subject to Uber’s approval. Restaurant is responsible for providing to Uber, at the Restaurant’s sole cost and expense, all suitable material including artwork of the Restaurant’s trade marks and trade names in a format and within deadlines specified by Uber (“Restaurant Materials”) for such to be reproduced for the fulfilment of the Offer. Subject to marketplace functionality, Uber may provide enhanced promotional placement or other visual treatment for an Offer through the start and end date identified by Restaurant. Restaurant acknowledges that the time period of enhanced promotional placement for an Offer may vary due to a number of factors including Restaurant’s budget for such Offer, the start and end date for an Offer identified by Restaurant, and marketplace functionality.

2. Your Responsibilities.

Restaurant is the promoter of each Offer. You are solely responsible for fulfilling the terms of each Offer provided by you to your customers, and you are likewise solely responsible for providing and enforcing terms, conditions, or other rules for your customers governing each Offer. You represent and warrant that you will run your Offers in accordance with all laws or regulations, regulatory policies, guidelines or industry codes which apply to the Offers (“Applicable Laws”) and you have all necessary authority, rights, licenses, consents and permissions to run your Offers (including, without limitation, the rights to provide the Restaurant Materials to Uber and allowing Uber to include such Restaurant Materials on the Uber Eats App). You will not use the Offers to make charitable donations. For free or reduced delivery fee Offer types, you will be solely responsible for the reduction to the amount that Uber collects from your customers with respect to delivery service fees. For the avoidance of doubt, such reductions will be considered Offer Costs (defined below). When providing any Offer (and using the Offer Tools), you agree that you are subject to any additional guidelines, rules, and terms and conditions posted by Uber, which after being notified to you will be incorporated by reference into this Addendum.

3. Reporting and Offer Costs.

Uber will use good faith efforts to provide you with reasonable information regarding your Offers, which may include, without limitation, the amount you have spent on each Offer (“Offer Costs”) and the number of Meals sold in connection with each Offer. Uber, in its sole discretion, may highlight Offers and/or the results of Offers in its own marketing materials.

4. Service Fees.

For Meals where an Offer has been applied as a discount to the Retail Price of the Meal, Uber will charge you a Service Fee based on the discounted Retail Price and not the full Retail Price. If your Offer consists of a discount on delivery, the Service Fee will be calculated as described in your Agreement and will not change. You acknowledge that you are solely responsible for Offer Costs and that Uber may deduct Offer Costs from your Meal Revenue. If you are paid for a Meal, you are responsible for the Service Fee and relevant Offer Costs.

5. Indemnity.

Restaurant shall indemnify Uber, its subsidiaries and affiliates and their respective directors, officers, employees and agents (the “Uber Parties”) against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis and all other professional costs and expenses) suffered or incurred by the Uber Parties arising out of or in connection with: (a) any third party claim for actual or alleged infringement of a third party’s intellectual property or other proprietary rights arising out of or in connection with any Offer run by the Restaurant and use of the Restaurant Materials; and (b) any third party claim arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, any Offer run by the Restaurant, whether or not any claim arises during the Term of the Agreement. For the avoidance of doubt, any approval by an Uber Party of any Offer or use of Restaurant Materials shall not affect this right of indemnification.

6. Other.

Uber may amend the Offers Addendum from time to time in its sole discretion, and such amendments will be effective thirty (30) days after Uber’s posting of an updated Offers Addendum at www.uber.com and such updated Offers Addendum otherwise being made available to Restaurant by Uber, including, for example, through Restaurant Manager. Restaurant’s continued use of the Offer Tools after such updated Offers Addendum become effective constitutes Restaurant’s consent to be bound by the updated Offers Addendum. Each of Uber and Restaurant has the right to terminate the Offers Addendum in the event that Restaurant disagrees with the amendments made in any updated Offers Addendum. Uber reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Offer Tools or the ability for Restaurant to provide Offers, with or without notice. You agree that neither Uber nor any of its affiliates shall be liable to you (or to any third party) for the Offer or the Offer Tools, including for any modification, suspension or discontinuance of the Offer or the Offer Tools or providing Restaurant with the ability to provide Offers. Except as specifically amended by the Offers Addendum, the terms and conditions of the Agreement and any amendments thereto shall remain in full force and effect.