Ads Manager Terms and Conditions

These Ads Manager Terms and Conditions (this “Terms”) are between the entity executing this Agreement (“You”) and Uber Technologies, Inc., (“Uber”) and its Canadian Uber Affiliates as indicated on Your Merchant agreements. These Terms govern your access to Uber’s Advertising Manager Platform (the “Ads Manager Platform”).

Your access to the Ads Manager Platform is also governed by the applicable terms available on our website, including, without limitation, Uber’s Privacy Notice, and, except as provided in Section 18.9 below, any other duly executed agreements between You and an Uber Affiliate, including any non-disclosure and/or confidentiality agreements. All such terms and agreements are incorporated by reference into these Terms and, together with these Terms, form this “Agreement.”

If You are a Merchant (defined below), your access to the Ads Manager Platform is also subject to the Uber Eats Merchant Supplemental Terms and Conditions applicable to the jurisdiction in which You are located and made available on uber.com/legal, which are hereby incorporated herein by reference.

BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE ADS MANAGER PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPTED THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE AND TIME YOU ACCEPT IT.

1. Definitions.

1.1. “Access Points” means the clickable user interface elements on an Uber Affiliate or third party application or website through which customers can access the Uber Platforms.

1.2. “Account” refers to Your account for the Ads Manager Platform.

1.3. “Ad Serving Software” means the Uber server-side software which selects Bids for placement on Apps (including as content within an Access Point).

1.4. “Advertiser” means the non-Uber legal entity that advertises products, services, offers, or other promotions using the Ads Manager Platform.

1.5. “App” or “Apps” means the proprietary technology made available by Uber or its Affiliates, including the Uber Rider app, the Uber Eats app, and any similar applications, through which users may request rides or other transportation options, place orders for goods or services, make reservations, receive deliveries, access promotions or advertising, and otherwise interact with offerings made available on the Uber Platforms.

1.6. “Bid” means the maximum offer You agree to pay for a Sponsored Placement on Apps (including as content within an Access Point), inclusive of budget amounts.

1.7. “Brand” means the collection of a party’s brand identifiers which are generally used together, including but not limited to a combination of trademarks, product photography, product lists and descriptions, slogans, and colour schemes. To the extent that a party is a licensee of a third party’s Brand, that Brand is deemed to be the licensee’s Brand for the purposes of this Agreement. For clarity, a party may hold, own, or license more than one Brand.

1.8. “Campaign” means an advertising campaign created and managed by You via the Ads Manager Platform or on Your behalf via an Order Form to promote products on Apps (including as content within an Access Point). Each Campaign, as applicable, may include settings such as budget, targeting, bidding, schedule, and creative content, and is governed by this Agreement and applicable platform policies.

1.9. “Confidential Information” includes any proprietary data and any other information disclosed by one party to the other which such party designates as being proprietary or confidential or which the other party should reasonably know should be treated as confidential. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

1.10. “Customer” means an individual that purchases a Merchant’s Items using the Uber Platforms.

1.11. “Items” means food, beverage or other products sold on the Apps.

1.12. “Merchant” means the Advertiser selling Items on the Apps.

1.13. “Merchant Brand” means the Brand or Brands used by a Merchant.

1.14. “Order” and “Order Form” mean, respectively, a placed bid for Sponsored Placement by You via the self-service Ads Manager Platform or a placed bid for Sponsored Placement by You via a duly executed written instrument by and between You and Uber.

1.15. “Processing Software” means the Uber server-side software which analyzes Uber Data and generates the Reports.

1.16. “Promotional Materials” means all promotional, advertising, marketing, display and other materials provided by You or on Your behalf to Uber, including, but not limited to, products, product packaging, product names, sweepstakes/contests and other promotions and rules related thereto, slogans, logos, trademarks, plans, ideas, marketing claims, creative materials, artwork, layouts, works, content, data, images, photographs, graphics, multimedia, audio, video, audio-visual and other content, in any media or formats now known or developed in the future.

1.17. “Report” means the analytics shown on the Ads Manager Platform, some of which may include analyses for view and export.

1.18. “Sales Channel” means a method through which Customers may place orders for the Merchant’s Items.

1.19. “Software” means the Processing Software, the Ad Serving Software and the Ads Manager Platform.

1.20. “Sponsored Placement” refers to paid media placed by Uber on Your behalf on Apps (including as content within an Access Point), such as Sponsored Listings, Sponsored Items, Shoppable Display, and any other placement listed on an Order Form, as further defined in Section 9 herein.

1.21. “Uber Affiliates” means Uber and its wholly owned subsidiaries, including, for clarity, Uber Portier Canada, Inc., Uber Castor Canada Inc., and Uber Rasier Canada, Inc.

1.22. “Uber Data” means any data or information, including transactional, operational, performance, audience, campaign, auction, placement, measurement, analytics, benchmarking, modeling, platform, and other data or information, in any form or format, that is generated by, collected by, derived by, inferred by, licensed to, provided to, or otherwise made available to Uber or its Affiliates in connection with the Ads Manager Platform, the Uber Platforms, Campaigns, Sponsored Placements, Reports, or the advertising, promotion, offer, sale, fulfillment, or use of products or services through the Uber Platforms, including information that is related to the sale or advertising of Items to Customers through the Uber Platforms. For the avoidance of doubt, Reports, and all data and information underlying or reflected in Reports, constitute Uber Data.

1.23. “Uber Platforms” means Sales Channels, Apps, and the Ads Manager Platform.

1.24. “Uber Services” or “Services” means certain proprietary technology services made available by Uber or its Affiliates that facilitate users requesting rides or other transportation options, the marketing, sale and fulfillment of Items from the Merchant to Customers, including on-demand lead generation, payment processing, marketing, advertising and promotional services, proprietary information services, onboarding, operational and other support services.

1.25. “Uber Tools” or “Tools” means the website, mobile application or other technology interface for You to access and use the Uber Services, which may include Uber’s and its Affiliates' proprietary technology platform referred to as “Uber Advertising Manager” as may change from time to time, through which insights and analytics regarding Your Campaigns’ performance and history using the Uber Services are provided.

2. Fees.

Subject to Section 18.1, access to the Ads Manager Platform is provided without charge to You. Notwithstanding the foregoing, You shall pay Uber the fees contemplated by this Agreement. Uber may change its fees and payment policies for the Ads Manager Platform from time to time. Uber may charge You for any feature or Tools within the Ads Manager Platform, or any products and/or Services accessed through the Ads Manager Platform, upon notice to You (e.g., via a user interface in the Ads Manager Platform). Your continued use of the Ads Manager Platform constitutes Your acceptance of those changes.

3. Member Account, Password, and Security.

To register for the Ads Manager Platform, You must complete the registration process by providing Uber with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. For account security, You agree not to share or allow anyone to use Your login credentials or other personal information used in connection with Your account. You are solely responsible for any and all activities that occur under Your Account. If You create additional accounts using Your Account in the Ads Manager Platform ("Additional Accounts"), then such access by Additional Accounts will also be governed by this Agreement, and all applicable third-party rights, laws, rules and regulations. You will notify Uber immediately upon learning of any unauthorized use of Your Account, Additional Accounts, or any other breach of security. You agree that Uber is not responsible for any losses arising from Your sharing of account credentials with a third party, including without limitation phishing.

4. Agency Authorization and Liability.

If You are acting as an agent on behalf of an Advertiser in connection with this Agreement, You represent and warrant that (i) You are authorized to act as agent for, and to bind to this Agreement, the Advertiser, and You will immediately inform Uber if this authority is revoked; (ii) You will not use the Ads Manager Platform to manage campaigns on behalf of any Advertiser for whom You are not authorized to act; (iii) You acknowledge and agree that You will be jointly and severally liable with the Advertiser for all amounts owed to Uber under this Agreement, including any amounts exceeding specified budgets if You or any of Your Permitted Persons increase campaign budgets through the self-service tools; and (iv) the Advertiser remains solely responsible for all content, materials, and actions related to their campaigns, and You will ensure the Advertiser complies with all terms of this Agreement.

5. License.

5.1. Uber Platform License. Subject to the terms and conditions of this Agreement, Uber grants You a limited, revocable, non-exclusive, non-sublicensable license to use the Ads Manager Platform to manage Sponsored Placement Campaigns, offers, and other promotional tools and to access, view and download certain Reports stored therein, solely for Your legitimate internal business purposes. You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Ads Manager Platform, the Software, or the Reports; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software or the Reports, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Ads Manager Platform, the Software, or the Reports; (iv) remove any proprietary notices or labels on the Software or placed by the Ads Manager Platform; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Ads Manager Platform. You will comply with all applicable laws and regulations in Your use of and access to the Software, the Ads Manager Platform, and the Reports.

5.2. Your Marketing Materials License. You hereby grant to Uber a non-exclusive, royalty-free worldwide license to use and display in materials and media in connection with Sponsored Placement Campaigns, offers, and other promotional campaigns, Your name, trademarks, branding and/or logos, images, and descriptions, quotes, Promotional Materials and other intellectual property rights provided by You to Uber or as featured on Apps (including as content within an Access Point) by Merchants (collectively, "Your Marks"). For the avoidance of doubt, Your Marks shall not refer to Merchant Brand marks. Uber shall use Your Marks in the manner in which it was provided to Uber or as featured on an App (including as content within an Access Point). Except for the license set forth in this Section 5.2, nothing herein shall grant any ownership or any other rights to or in Your Marks to Uber, and all such rights are expressly reserved by You. Uber acknowledges and agrees that Your Marks are owned exclusively by You. For purposes of clarification only, You agree such license shall extend to Uber’s use of any assets created for the ad offerings contracted in an Order Form (including, if applicable, any off-platform media such as Uber’s social media postings, which shall be in Uber’s sole discretion). If applicable, You shall provide Promotional Materials, including Your Marks to Uber two weeks prior to the Sponsored Placement Campaign, offers, or promotion start date (or as otherwise directed by Uber to You).

6. Recommendations. Uber may assist You in configuring Your Campaigns, offers, or other promotional tools on the Uber Platform (e.g., scheduling, budgeting, targeting, and keyword targeting) by providing insights, reporting, or suggestions through the Services (“Recommendations”). You acknowledge and agree that: (a) Recommendations are optional; (b) You are under no obligation to act upon such Recommendations; and (c) You remain solely responsible for all configurations of Campaigns, offers, or other promotional tools, including any such configurations based on Recommendations.

7. Confidentiality.

7.1. General. Each party acknowledges and agrees that in the performance of this Agreement it may share certain Confidential Information with the other party. For clarity, Uber’s Confidential Information shall include the Software, the Uber Data and the Reports. Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.

7.2. 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 the receiving party’s internal record-keeping requirements.

7.3. Remedies. The unauthorized 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 seek immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information disclosed by the other party, in addition to any other rights or remedies available under applicable law or otherwise.

8. Privacy and Information Rights.

You will not and will not assist or permit any third party to pass information, hashed or otherwise, to Uber that Uber could use or recognize as personally identifiable information. We may, however, collect and disclose information from or about you when you create an account, interact with our Ads Manager Platform 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 Ads Manager 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.

9. Sponsored Placements. Your access to the Ads Manager Platform will include the ability to create and manage Campaigns for Sponsored Placement. By submitting a Bid on the Ads Manager Platform, You agree to be bound by this "Sponsored Placement" section and understand that Your Bid will be placed in an auction and that only selected Bids will become Sponsored Placements.

9.1. Sponsored Items. The terms set forth in this Section 9.1 shall apply to Your submission and Uber’s delivery of Sponsored Items (as defined below) (the “Sponsored Item Terms”).

9.1.A. Sponsored Item Services. In accordance with the bidding and placement process set forth below, Uber may deliver Sponsored Items promoting Your product(s) on Apps (including as content within an Access Point), including but not limited to the Search, Browse, Home, and Store-Front locations (each placed advertisement, a “Sponsored Item”).

9.1.B. Bidding and Placement Process. By accessing the Ads Manager Platform and agreeing to this Agreement, Uber authorizes You to submit a Bid. You will place Bids via the Ads Manager Platform where You and/or Your Permitted Persons, as applicable, can create new and/or modify existing Orders and their associated Campaigns. In addition to your self-serve access, You agree that You may also provide authorization to Uber representatives via an Order Form to submit a Bid on Your behalf. Upon submission of a Bid, You agree that you will be obligated to spend the authorized budget amount.

9.1.C. Delivery of Sponsored Items. If Uber accepts Your bid, Uber will deliver Sponsored Items pursuant to the placement process on Apps (including as content within an Access Point). Uber will determine the size, placement, and positioning of the Sponsored Items. Uber does not guarantee the activity that Your Sponsored Items will receive, such as the number of clicks Your Sponsored Items will get. Moreover, Uber cannot control how clicks are generated on Your Sponsored Items. Uber may, in its discretion, reject or remove any Sponsored Item for any or no reason. For clarity, a Sponsored Item may be posted after the Bid is selected and will continue until: (i) the budget is exhausted; or (ii) Uber removes the Sponsored Item for any reason permitted in this Agreement, including Section 9.1.E. below.

9.1.D. Sponsored Item Fees. You will be charged Sponsored Item Fees and agree to pay for Sponsored Item Fees (including any applicable taxes) as detailed on the Ads Manager Platform or a related Order Form (“Sponsored Item Fees”). Sponsored Item Fees will be based on clicks. The amount You owe will be calculated solely on Uber’s measurements. You understand that third parties may generate impressions or clicks on Your Sponsored Items for unintended purposes and You acknowledge and agree that You may still be charged for such clicks. Uber will use commercially reasonable efforts to ensure that the Sponsored Item Fees do not exceed the budget authorized by you in the Bid. Notwithstanding the foregoing, You acknowledge and agree that clicks may occur on Sponsored Items after the budget has been exceeded and that You will still be responsible for any associated Sponsored Item Fees.

9.1.D.i. Invoicing and Payment. Uber will invoice You monthly for Sponsored Item Fees. You agree to pay invoices for Sponsored Item Fees within sixty (60) days of receipt. Notwithstanding the foregoing, Uber reserves the right to seek payment by any lawful means available. Uber reserves the right to suspend Your access to the Ads Manager Platform until such Sponsored Item Fees are paid in full. Uber reserves the right to offer credits and/or discounts in lieu of or in addition to the Sponsored Item Fees in its sole discretion. Uber reserves the right to debit the payment method provided within the Ads Manager Platform for Sponsored Item Fees monthly, or as otherwise provided on the Ads Manager Platform. Any disputes about Sponsored Item Fees must be submitted to Uber in writing within sixty (60) days of the date You incurred such charge, otherwise You waive such dispute and such charge will be final and not subject to challenge.

9.1.E. Cancellation. You may suspend or cancel a submitted bid or Sponsored Item Campaign through the Ads Manager Platform. For the avoidance of doubt, it is the parties’ intent that the cancellation right outlined in this Cancellation provision supersedes the first sentence of Section 15 of this Agreement solely with respect to then-active Sponsored Item Campaigns. Notwithstanding the foregoing, You are responsible for paying for the Sponsored Items that Uber runs until the Bid is cancelled. Termination of this Agreement will automatically result in a termination of all of Your Bids, which will take effect only after the Sponsored Items have been removed. Notwithstanding the foregoing, the termination of Bids of this Agreement will not relieve either party of its obligations hereunder.

9.2. Shoppable Display. The terms set forth in this Section 9.2 shall apply to Your submission and Uber’s delivery of Shoppable Display (as defined below) (the “Shoppable Display Terms”).

9.2.A. Shoppable Display Services. In accordance with the bidding and placement process set forth below, Uber may deliver Shoppable Display Campaigns promoting Your product(s) on Apps (including as content within an Access Point), including but not limited to the Search, Browse, Home, and Store-Front locations (each placed advertisement, a “Shoppable Display”).

9.2.B. Bidding and Placement Process. By accessing the Ads Manager Platform and agreeing to this Agreement, Uber authorizes You to submit a Bid. You will place Bids via the Ads Manager Platform where You and/or Your Permitted Persons, as applicable, can create new and/or modify existing Orders and their associated Campaigns. In addition to your self-serve access, You agree that You may also provide authorization to Uber representatives via an Order Form to submit a Bid on Your behalf. Upon submission of a Bid, You agree that you will be obligated to spend the authorized budget amount.

9.2.C. Delivery of Shoppable Display. If Uber accepts Your Bid, subject to Uber’s review and approval of Promotional Materials, Uber will promote Your Items submitted for a Shoppable Display Campaign in instances where You win an auction for such placement.

9.2.D. Shoppable Display Fees. You will be charged Shoppable Display Fees and agree to pay for Shoppable Display Fees (including any applicable taxes) as detailed on the Ads Manager Platform or a related Order Form (“Shoppable Display Fees”). Shoppable Display Fees will be based on clicks. The amount You owe will be calculated solely on Uber’s measurements. You understand that third parties may generate impressions or clicks on Your Shoppable Display Campaigns for unintended purposes and You acknowledge and agree that You may still be charged for such clicks. Uber will use commercially reasonable efforts to ensure that the Shoppable Display Fees do not exceed the budget authorized by you in the Bid. Notwithstanding the foregoing, You acknowledge and agree that clicks may occur on Shoppable Display Campaigns after the budget has been exceeded and that You will still be responsible for any associated Shoppable Display Fees.

9.2.D.i. Invoicing and Payment. Uber will invoice You monthly for Shoppable Display Fees. You agree to pay invoices for Shoppable Display Fees within sixty (60) days of receipt. Notwithstanding the foregoing, Uber reserves the right to seek payment by any lawful means available. Uber reserves the right to suspend Your access to the Ads Manager Platform until such Shoppable Display Fees are paid in full. Uber reserves the right to offer credits and/or discounts in lieu of or in addition to the Shoppable Display Fees in its sole discretion. Uber reserves the right to debit the payment method provided within the Ads Manager Platform for Shoppable Display Fees monthly, or as otherwise provided on the Ads Manager Platform. Any disputes about Shoppable Display Fees must be submitted to Uber in writing within sixty (60) days of the date You incurred such charge, otherwise You waive such dispute and such charge will be final and not subject to challenge.

9.2.E. Cancellation. You may suspend or cancel a submitted bid or Shoppable Display Campaign through the Ads Manager Platform. For the avoidance of doubt, it is the parties’ intent that the cancellation right outlined in this Cancellation provision supersedes the first sentence of Section 15 of this Agreement solely with respect to then-active Shoppable Display Campaigns. Notwithstanding the foregoing, You are responsible for paying for the Shoppable Display that Uber runs until the Bid is cancelled. Termination of this Agreement will automatically result in a termination of all of Your Bids, which will take effect only after the Shoppable Display Campaigns have been removed. Notwithstanding the foregoing, the termination of Bids of this Agreement will not relieve either party of its obligations hereunder.

9.3. Sponsored Listings. By submitting a Bid on the Ads Manager Platform for Sponsored Listings, You agree to be bound by the “sponsored listings” section of the Uber Eats Merchant Supplemental Terms and Conditions applicable to the jurisdiction in which You are located and made available on uber.com/legal, which are hereby incorporated herein by reference.

9.4. Sponsored Placement Reporting. Uber will use good faith efforts to provide You with reasonable information regarding Your Sponsored Placement Campaigns, offers, or other promotions in Reports, which will include the amount You spent on Sponsored Placements, offers, or other promotions, and performance metrics, such as number of clicks, CPC and ROAS.

10. Offers. By setting up an offers campaign on the Ads Manager Platform, You agree to be bound by the “offers” section of the Uber Eats Merchant Supplemental Terms and Conditions applicable to the jurisdiction in which You are located and made available on uber.com/legal, which are hereby incorporated by reference.

11. Indemnification.

To the extent permitted by applicable law, You will indemnify, hold harmless and defend Uber and all Uber Affiliates, at Your expense, against (a) any and all third-party claims, actions, proceedings, and suits brought against Uber or any Uber Affiliate or any of their officers, directors, employees, agents or affiliates, and (b) all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by Uber or any Uber Affiliate or any of their officers, directors, employees, agents or affiliates, arising out of or relating to such third-party claims, actions, proceedings, and suits; in each case as a result of (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Ads Manager Platform, (iii) Your violations of applicable laws, rules or regulations in connection with the Ads Manager Platform, (iv) any representations and warranties made by You concerning any aspect of the Ads Manager Platform, the Software or Reports to any third party, (v) any claims made by or on behalf of any third party pertaining directly or indirectly to Your use of the Ads Manager Platform, the Software or Reports, (vi) violations of Your obligations of privacy to any third party, and/or (vii) any claims with respect to acts or omissions of any third party in connection with the Ads Manager Platform, the Software or Reports. Uber will provide You with written notice of any claim, suit or action from which You must indemnify Uber Affiliates. You will cooperate as fully as reasonably required in the defence of any claim. Uber reserves the right, at its own expense, to enforce this Section 11 on behalf of all Uber Affiliates and assume the exclusive defence and control of any matter subject to indemnification by You.

12. DISCLAIMERS.

WE PROVIDE OUR ADS MANAGER PLATFORM AND ANY ADDITIONAL TOOLS, PRODUCTS OR SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT OUR ADS MANAGER 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 ADS MANAGER PLATFORM. 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.

13. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, UBER WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF UBER OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. UBER’S (AND ITS WHOLLY OWNED SUBSIDIARIES’) TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED $75 CANADIAN DOLLARS.

14. Proprietary Rights Notice.

We reserve all rights not expressly granted in this Agreement. Our Ads Manager Platform, the Software, and all data gathered through and generated by our Ads Manager Platform, including the Uber Data, the Reports, and all intellectual property rights therein (the "Ads Manager Platform IP"), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of Uber’s company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights ("Names, Marks, or Works") or the Ads Manager Platform IP conveys or grants to you any rights in or related to the Ads Manager Platform, or related intellectual property rights, including Names, Marks, or Works. 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 Ads Manager Platform; (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 Names, Marks, or Works for any purpose without the express written consent of Uber; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Uber (or any other Uber Affiliate) other than in the name of Uber (or another Uber Affiliate, as the case may be); (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Ads Manager Platform or Software; (f) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Ads Manager Platform or data; or (g) aggregate our data with competitors’ data.

15. Term and Termination.

Either party may terminate this Agreement at any time with notice. Upon any termination of this Agreement, Uber will stop providing, and You will stop accessing the Ads Manager Platform. In the event of any termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination, including any fees if applicable. Sections 2, 4, 5.2, 6, 7, 8, 9, 10, 11, 12, 13, 14, 17, and 18 shall survive any termination or expiration of this Agreement.

16. Testing.

You acknowledge that during Your use of the Ads Manager Platform, in the ordinary course of business, Uber may conduct tests that relate to Your use of the Ads Manager Platform. These tests may include, but are not limited to, changes in formatting, location of Sponsored Placements and types of Reports available. To ensure the timeliness and validity of test results, You authorize Uber to conduct such tests without providing notice or compensation.

17. Disputes and Arbitration.

17.1. All Disputes arising out of or in connection with the Agreement, or in respect of any legal relationship associated with or derived from the Agreement, will be finally and conclusively resolved by arbitration, on an individual basis, under the Arbitration Rules (“ADRIC Rules”) of the ADR Institute of Canada, Inc. (“ADRIC”), except as modified herein. The ADRIC Rules are available by searching www.google.ca to locate “ADRIC Arbitration Rules” or by clicking here. ADRIC may also be contacted at 1-877-475-4353 or www.adric.ca.

17.2 The governing law, known as the Seat of Arbitration, will be Ontario. The language of the arbitration will be English or French, at your choice.

17.3 The arbitration hearings and meetings may be held at any location(s) the arbitrator considers appropriate. Arbitration hearings may be conducted by telephone, email, the Internet, videoconferencing, or other communication methods, unless the arbitrator disagrees.

17.4 If any portion of this Dispute Resolution provision is unenforceable, the remainder of this Arbitration Provision will be enforceable. This Arbitration Provision survives the termination of Merchant’s relationship with Uber, and it continues to apply if Merchant’s relationship with Uber is ended but later renewed.

17.5 This Dispute Resolution provision applies to, without limitation, Disputes arising out of or relating to the interpretation or application of this Agreement, including the formation, scope, enforceability, waiver, applicability, revocability or validity of this Dispute Resolution provision or any portion of this Dispute Resolution provision.

17.6 Before starting arbitration with ADRIC, the party bringing the claim in arbitration must first deliver a written Notice of Request to Arbitrate (“Notice”) within the limitation period that would apply if the claim were brought in a Court in your province or territory of residence, or of Ontario if you reside outside Canada. The Notice must include contact information for the parties, the legal and factual basis of the claim, and the remedy sought and amount claimed. Any demand for arbitration made to Uber must be served to the party’s registered address for service of legal process as follows:

Uber Portier Canada Inc. (or other applicable Affiliate): ℅ McCarthy Tétrault LLP, 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto, ON M5K 1E6 Uber Technologies, Inc.: at any CT Corporation service of process locations (list of locations here), or as otherwise set out in the Uber Guidelines for Third Party Data Requests and Service of Legal Documents, currently available at https://www.uber.com/legal/en/document/?name=guidelines-for-third-party-data-requests country=canada&lang=en.

17.7 Before the Notice is delivered to ADRIC, the party bringing the claim shall first attempt to informally negotiate with the other party, in good faith, a resolution of the Dispute, claim or controversy between the parties for a period of not less than 30 days but no more than 45 days unless extended by mutual agreement of the parties. If the parties cannot reach an agreement to resolve the dispute within this negotiation period, the party bringing the claim may deliver the Notice to ADRIC.

17.8. No Class Actions. All disputes will be resolved on an individual basis and neither party has the right to arbitrate on a class action basis any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, enforceability, performance, breach, termination, or validity thereof, including this Section 17.

17.9. Arbitration Costs. The arbitrator will have the authority to allocate between the parties the costs of arbitration (including service fees, arbitrator fees, reasonable attorneys’ fees, expert witness fees and all other fees and expenses related to the arbitration) in such equitable manner as the arbitrator may determine. Judgment on the arbitrator’s award will be final and binding, and may be entered in any court having jurisdiction.

17.6. Court Action. Notwithstanding the foregoing provisions of this “disputes” section, each party may seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any dispute related to the actual or threatened infringement, misappropriation of a party’s intellectual property rights or breach of confidentiality obligations.

18. Miscellaneous.

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

18.2. 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.

18.3. Assignment. We may freely assign or transfer this Agreement or any of our rights or obligations under it, 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.

18.4. Conflicts. In the event of any conflict or inconsistency between the terms of this Agreement, the following order of precedence will apply (from highest to lowest): (a) any Order Form or other written agreement executed by the parties that expressly references this Agreement; (b) any applicable product-specific or program terms (including, if applicable, the Uber Eats Merchant Terms and Conditions); (c) these Terms; and (d) any materials, policies, or other terms incorporated by reference. To the extent of any conflict, the higher-priority document will control solely with respect to the subject matter of such conflict. Notwithstanding the foregoing, Section 17 (Disputes and Arbitration) will control in the event of any conflict relating to dispute resolution.

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

18.6. Notice. Except as explicitly stated otherwise, any notices to us shall be given by certified mail, postage prepaid and return receipt requested to Uber Portier Canada Inc. (or other applicable Canadian affiliate), Suite 1600, 121 Bloor St. E, Toronto, Ontario, M4W 1A9 Attn: Legal Department. All notices to you may be provided electronically including through our Ads Manager Platform or by other means.

18.7. Governing Law. Except as specifically provided in these Terms, these Terms are governed by the applicable law of the province of Ontario and the Federal laws applicable therein (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.

18.8. Entire Agreement. Except as specifically set forth in Section 18.4 or the Disputes and Arbitration section, this Agreement (including any addenda) 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.

18.9. 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.

18.10. Questions. If you have questions about our Ads Manager Platform, you may contact us by reaching out to your Uber representative.