Uber Eats Offer Terms – Bangladesh

This Promotional Program Addendum ("Promotional Addendum") adds additional terms and conditions which will govern Restaurant’s (“you” or “your”) use of the Promotion Tools (as defined below) and your ability to offer Promotions (as defined below) to your customers through the Uber Eats Platform. The Promotional Addendum is governed by the terms and conditions of your Uber Eats Master Framework Letter 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 Promotional Addendum and the Agreement, the terms of the Promotional Addendum shall govern with respect to the subject matter herein. Subject to the foregoing, undefined, capitalized terms in the Promotional 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 in the Promotional Addendum.

1. Promotional Program and Promotions.

Subject to the terms and conditions of the Agreement and any other guidelines or eligibility criteria for Promotions that Uber may make available from time to time, Uber hereby authorizes Restaurant to use Uber’s proprietary, automated tools ("Promotion 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 offer a “Promotion”). Restaurant authorizes Uber to use automated tools to feature Promotions within the Uber Eats Platform. Unless otherwise specified by Uber, Restaurant will be solely responsible for defining each Promotion (within the scope of functionality provided by the Promotion Tools), including, without limitation, the start date, end date, and budget for each Promotion. Restaurant is responsible for providing to Uber, at the Restaurant’s sole cost and expense, all suitable material including artwork of the Restaurant’s trademarks and trade names in a format and within deadlines specified by Uber (“Restaurant Materials”) for such to be reproduced for the fulfilment of the Promotion. Subject to marketplace functionality, Uber may provide enhanced promotional placement or other visual treatment for a Promotion through the start and end date identified by Restaurant. Restaurant acknowledges that the time period of enhanced promotional placement for a Promotion may vary due to a number of factors including Restaurant’s budget for such Promotion, the start and end date for a Promotion identified by Restaurant, and marketplace functionality.

2. Your Responsibilities.

Restaurant is the promoter of each Promotion. You are solely responsible for fulfilling the terms of each Promotion offered 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 Promotion. You represent and warrant that you will run your Promotions in accordance with all laws or regulations, regulatory policies, guidelines or industry codes which apply to the Promotions ("Applicable Laws") and you have all necessary authority, rights, licenses, consents and permissions to run your Promotions (including, without limitation, the rights to provide the Restaurant Materials to Uber). You will not use the Promotions to make charitable donations. For free or reduced delivery fee Promotion 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 Promotion Costs (defined below). When offering any Promotion (and using the Promotion Tools), you agree that you are subject to any additional guidelines, rules, and terms and conditions posted by Uber, which are hereby incorporated by reference into this Addendum.

3. Reporting and Promotion Costs.

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

4. Service Fees.

Regardless of the terms of the Promotions that you offer, the Service Fee will be calculated as described in your Agreement and will not change. For example, Uber will charge you a Service Fee based on the full Retail Price of your Meals after reducing the discounts offered by you on the meal value Uber Eats App. You acknowledge that you are solely responsible for Promotion Costs and that Uber may deduct Promotion Costs from your Meal Revenue. If you are paid for a Meal, you are responsible for the Service Fee and relevant Promotion 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 Promotion 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 Promotion 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 Promotion or use of Restaurant Materials shall not affect this right of indemnification.

6. Other.

Uber may amend the Promotional 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 Promotional Addendum at www.uber.com or such updated Promotional Addendum otherwise being made available to Restaurant by Uber, including, for example, in accordance with the Notice provisions of the Agreement. Restaurant’s continued use of the Promotion Tools after such updated Promotional Addendum become effective constitutes Restaurant’s consent to be bound by the updated Promotional Addendum. Restaurant has the right to terminate the Promotional Addendum in the event that Restaurant disagrees with the amendments made in any updated Promotional Addendum. Uber reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Promotion Tools or the ability for Restaurant to offer Promotions, 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 Promotion or the Promotion Tools, including for any modification, suspension or discontinuance of the Promotion or the Promotion Tools or providing Restaurant with the ability to offer Promotions. Except as specifically amended by the Promotional Addendum, the terms and conditions of the Agreement and any amendments thereto shall remain in full force and effect.