Last modified: 8/15/2024
IMPORTANT: BEFORE YOU SIGN THE UBER INSERTION ORDER, PLEASE READ THESE UBER INSERTION ORDER TERMS. BY SIGNING THE UBER INSERTION ORDER, YOU AGREE TO THESE TERMS ON BEHALF OF THE AGENCY OR ADVERTISER DEFINED IN THE IO.
The Uber Insertion Order (“IO”), in which these terms (“Terms”) are incorporated, is entered into by the Uber entity defined in the IO (“Uber”) and the Advertiser defined in the IO. For purposes of this IO, "Ad" means any advertisement provided by Advertiser to Uber for display in the Uber App pursuant to this IO in connection with the Campaign. The Agreement is governed by the laws of the applicable Territories established in the IO, except when the Uber Entity selected is Uber BV, in which case the Agreement will be governed by the laws of The Netherlands, and the parties irrevocably consent to exclusive jurisdiction and venue in the courts of the capital city of the Territories established in the IO. In the event of any conflict or inconsistency, the order of precedence shall be: 1) the IO, 2) the Terms, 3) any other terms incorporated herein by reference, and 4) any Service Agreement between Uber and Advertiser, which together shall constitute a single agreement ("Agreement").
- Advertiser grants Uber a limited, royalty-free, non-exclusive and nontransferable license during the Campaign to convert (if necessary), publish, display, and distribute the Ads in the placements in the Uber app or other surface owned or operated by Uber (together, the “Uber Platform”) as specified by the Media Plan throughout the Territory defined in the IO. Unless otherwise explicitly authorized, Uber may not alter or edit the Ads without the prior written consent of Advertiser, however, Uber may resize or reformat the Ads, including any logos as may be necessary to publish the Ads.
- Neither party will acquire any license or right to any names, logos, designs, trademarks, social media, service marks, or trade names used by the other party (the “Advertiser Marks” and “Uber Marks” respectively, and collectively “Marks”), or the copyrights, or other form of intellectual or commercial property or other proprietary rights of either party and will not use such property or rights in any manner, except as herein permitted. All uses of a party’s Marks by the other party will be in the form and format specified or approved by the owner of such Marks. Neither party will use the other party’s Marks without the prior, express, written consent of the other party except that after the campaign, Uber may use the Ads solely to promote Uber’s advertising business.
- All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the owner of such Marks. All rights not granted are expressly reserved.
Uber will use commercially reasonable efforts to notify Advertiser in advance of any limitation on delivering the Ads in accordance with the terms of this IO. Advertiser may send email requests to Uber to change the following provisions of an IOI without requiring an amendment to the IO: (a) a change in Campaign Period and (b) a change in Segmentation. Uber may, in its sole discretion, accept or reject such requests. If Uber accepts such requests, Uber will send a confirmation by return email to Advertiser.
4. Campaigns
If Ads are not received by Uber by the start date of the Campaign Period, Uber may begin charging Advertiser a pro rata amount of the Fee for each day of delay. In the event that the Ads provided are corrupted, outside of Uber's specifications, or otherwise in violation of Uber's Advertising Policies or the terms of this IO, Uber will use reasonable efforts to inform Advertiser within two (2) business days of receipt of the Ads. Uber will use the Ads in strict accordance with this IO.
5. Third-Party Technology
Any third-party tags, pixels, tracking links, software code, or other technology shall be subject to Uber’s prior written approval. Any such technology may only be used for the purpose of measuring Campaign performance.
Unless otherwise set forth the applicable line item, all impressions, conversions, or other desired actions in accordance with each Campaign ("Deliverables") are non-guaranteed.
Uber will make reporting available on a regular basis, unless otherwise specified. Uber’s measure of billable metrics shall be the controlling measurement for invoicing advertising fees. Any reporting provided by Uber to Advertiser hereunder is subject to adjustment upon invoicing and shall constitute Uber’s Confidential Information as defined in Section 22 of this IO. Advertiser may only use such reporting for its internal business purposes.
Uber will issue and send to Advertiser: (i) if Offers are included in the Media Plan as set forth in Section 19 of these Terms, the debit note corresponding to the Reimbursement owed by Advertiser to Uber for the Campaign period; and (ii) the invoice referring to the Fee of the services as determined in each Campaign. The invoice will be sent by Uber after the conclusion of the first month of delivery of the Ads, or within 30 (thirty) days after the conclusion of the IO, whichever occurs first. Invoices will be sent to the Advertiser's billing address as set out in the IO and will include the information required for payment, such as the IO number, the Advertiser's name, the brand or campaign name and any number or other identifiable reference. Advertiser will remit payment within 45 (forty-five) days from the date of receipt of the corresponding invoice. Late payment of any amount due under this IO will result in default interest of 1% (one percent) per month and a fine of 2% (two percent) on the total amount due. If Advertiser fails to make payment within the period provided for herein, Advertiser acknowledges and accepts that Uber may, at its sole discretion, suspend distribution of the Ads or deny new Campaigns until payment is made.
9. Representations & Warranties
Advertiser represents and warrants that the use or publication by Uber of the Ads, Advertising Materials, or any other data or information provided by or on behalf of Advertiser to Uber, in any currently existing or future formats or media, will not (i) violate any right of any third party, including but not limited to, any copyright, trademark, patent or right of publicity or privacy, (ii) contain any statement that is false, misleading, deceptive, malicious or defamatory, (iii) violate any applicable law, rule, or regulation, industry guidelines, or Advertiser’s policies, (iv) contain any claims that are not supported by sufficient prior substantiation, or (v) violate the Uber’s Advertising Policies as of the date of the IO or contain any material which is otherwise unlawful, defamatory or obscene, or which or which may encourage a criminal offense or otherwise give rise to civil liability. Advertiser further represents and warrants to Uber that: (vi) if the Ads are delivered to Uber in electronic form, such Ads, data and information will not contain any viruses, worms, malware or other code or devices capable of disabling or interfering with any computer systems or software; (vii) Advertiser will not discriminate against any particular race, ethnicity, culture, country, belief, national origin, age, sexual orientation, gender, gender identity or expression, disability, condition, or toward any member of a protected class; (viii) Advertiser will comply with all applicable laws and regulations in its performance of the IO, including CONAR’s guidance, privacy and data protection laws, Advertiser’s privacy and other policies, and state and local laws related to contests/sweepstakes, promotions and/or offers; and (ix) any sweepstakes, contests, promotions, coupons, games or other promotional elements sponsored or administered by Advertiser, its agents, or subcontractors, in connection with any campaign under the IO will comply with all applicable federal, state, and local laws, rules and regulations, and industry best practices and standards. The individuals signing this IO warrant that they are legally authorized to accept the terms described in this document and to sign it on behalf of the Advertiser.
Advertiser will indemnify, defend and hold harmless Uber, its affiliates and their directors, officers, employees and agents against all claims, damages, losses and expenses (including reasonable attorney’s fees) with respect to any third-party claim arising out of or related to: (a) any Ad, Advertising Materials (if applicable), or other materials provided by Advertiser or any material to which users can link, or any products or services made available to users, through the Ads; (b) the negligence or willful misconduct of Advertiser and its employees or agents in their performance of the IO; (c) a breach of Advertiser’s representations, warranties or obligations in the IO; or (d) any claims that the Ads infringe or otherwise violate the intellectual property rights, rights of publicity, or other proprietary rights of any third party, or are defamatory, disparaging, or discriminatory.
Nothing in the IO or in the parties’ dealings arising out of or related to the IO will: (a) restrict Uber’s right to use, profit from, disclose, publish, keep confidential, or otherwise exploit any suggestion or idea for improving or otherwise modifying Uber’s products or services (“Feedback”) provided by Advertiser; or (b) require Uber to compensate or credit Advertiser or the individual providing such Feedback. Feedback shall not be deemed Advertiser’s Confidential Information if such Feedback relates to Uber’s products or services.
If Advertiser tests Alpha or Beta Product(s), Advertiser will record and report all Feedback, problems, and issues regarding such product(s) as well as performance of such product(s) including interactions, engagement, and conversions occurring on or off platform (“Pilot Program Results”) to Uber on a timely basis, as mutually agreed between the parties. Pilot Program Results constitute Uber’s Confidential Information.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT DAMAGES OR DAMAGES FOR LOSS OF PROFITS INCURRED BY THE OTHER PARTY ARISING OUT OF THE IO, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UBER’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THE IO WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY ADVERTISER TO UBER UNDER THE IO. THIS LIMITATION OF LIABILITY SHALL NOT LIMIT EITHER PARTY’S LIABILITY ARISING FROM ITS INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, WILFUL MISCONDUCT, GROSS NEGLIGENCE, OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, UBER PROVIDES ALL SERVICES AND DELIVERABLES “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. UBER DOES NOT GUARANTEE PERFECT DELIVERY OR THAT ANY AD OPTIMIZATION WILL IMPROVE THE APPLICABLE AD CAMPAIGN IN ANYWAY. WITHOUT LIMITING THE FOREGOING, UBER SHALL HAVE NO LIABILITY FOR ANY USER ACTIVITY OR ANY CLICK FRAUD OR OTHER IMPROPER ACTIONS, OR FOR INVALID CLICKS OR OTHER TECHNOLOGICAL ISSUES, EACH OF WHICH MAY AFFECT THE COST OF ADVERTISING OR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PLATFORMS OR TECHNOLOGIES USED IN CONNECTION WITH THE PLACEMENT AND DELIVERY OF ADS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
15. Uber's Advertising Policies
Advertiser will comply with Uber’s Global Advertising Content Policy available at https://www.uber.com/legal/document/?name=global-advertising-content-policy and Uber’s Global Advertising Targeting Policy available at https://www.uber.com/legal/document/?name=global-advertising-targeting-policy for the applicable Territories in the IO (together, “Uber’s Advertising Policies”). Uber will require all advertising on its platform to comply with Uber’s Advertising Policies. Uber will not ensure competitive separation on the Uber Platform. Uber may, in its sole discretion, with or without notice to Advertiser and whether or not Ads have been previously accepted by Uber: (i) refuse to publish Ads that do not comply with Uber’s Advertising Policies, (ii) remove non-complying Ads, (iii) delay publication of any Ads and/or any campaign(s) as a result of non-compliance, and/or (iv) terminate the IO as a result of suspected intentional non-compliance with Uber’s Advertising Policies, and/or (v) pause the campaign and notify Advertiser of the reasons for such rejection or removal and allow Advertiser to pause the campaign and submit a new Ad. Uber may modify Uber’s Advertising Policies and other policies from time to time and post them online at Uber.com/legal. Any modifications to a policy will be effective on the date such updated policy is posted.
The parties agree and acknowledge that no information that may be considered “personal data” or “personal information” under privacy laws will be shared between the parties pursuant to the IO. Should either party wish to share such data with the other, the Advertiser must enter into an appropriate data processing agreement for such activities as required by Uber.
17. Retargeting & Segmenting Prohibited
Advertiser represents and warrants that it will not use any data arising from campaign(s) to: (a) retarget or enable any other party to retarget a user of Uber outside of the Uber Platform; or (b) create audiences, segments, look-a-likes, or attributes for any purpose.
This Section 18 will have no effect unless the optional program called “Brand Page” is selected on the IO. Uber will create a brand page (“Brand Page”) on the Uber Platform for the campaign(s).
- Advertiser: (i) will, from time to time, provide Uber with Advertiser Marks (defined below), creative materials, including but not limited to videos and still images for Uber’s use on the Brand Page (collectively, the “Brand Page Materials”), and all necessary rights, licenses, consents and permissions for Uber to use the Brand Page Materials as contemplated herein without Uber’s expense; (ii) grants Uber a limited, revocable, royalty-free, non-exclusive and nontransferable license to convert (if necessary), publish, display, and distribute the Brand Page Materials on the Brand Page (the “Brand Page License”); and (iii) will work with Uber in good faith to review and approve Uber’s use of the Brand Page Materials on the Brand Page in a timely manner and without unreasonable delay. Uber may not alter its use of the Brand Page Materials on the Brand Page without the prior written consent of Advertiser; provided that Uber may remove, resize, or reformat the Brand Page Materials to ensure proper display or operation of the Brand Page. Advertiser may terminate the Brand Page License, for any reason or no reason, by giving Uber ninety (90) days’ prior written notice. Upon termination of the Brand Page License, Uber will promptly remove the Brand Page Materials from the Brand Page; provided that Uber may continue to use the Brand Page as permitted herein.
- Except for elements containing Brand Page Materials, Uber will design, build, and operate the Brand Page at its sole discretion. Uber will own and retain all right, title, and interest in the Brand Page except for the Brand Page Materials incorporated therein. Advertiser acknowledges that: (i) it will not acquire any license or right to the Brand Page; (ii) Uber may use the Brand Page for any purpose; and (iii) Uber may take down the Brand Page anytime, provided that there are no applicable campaigns in flight.
- These terms regarding the Brand Page will survive any termination or expiration of the IO.
This Section 19 will have no effect unless Offers are included in the Media Plan. Advertiser will fund Offer(s) for certain products available on the Uber Platform (the “Select Product”) for a % off of the Select Product’s price; a $ off of the Select Product’s price; $0 delivery fee on an order or buy-one-get-one free/discounted if a consumer adds the Select Product to their cart. Advertisers and Uber will mutually agree on the duration of each promotion, the maximum dollar discount, maximum redemptions for each user, the qualifying criteria for eligible users to redeem the promotion, any other material terms and conditions of the promotion. During the promotional campaign, Uber will remit to merchants the full in-store price for the Select Products sold, according to the payment receipt, and Advertiser will be financially responsible for reimbursing Uber for the difference between the in-store price and the promotional price for all redemptions of the promotion for all Uber users at all merchants during the dates of the Promotion except for the portion funded by Uber as indicated on the IO if any ("Reimbursement"). Additionally, if set forth in the IO, Advertiser will pay a fixed percentage fee over the total price of Select Products sold through the Uber App during the promotional campaign. Uber will display the promotion in the placements indicated in the IO. Uber retains the right to turn promotions off, or not display promos at any time. Advertiser promotion information shown in the App will be contingent on promotion data received from the Advertiser. Promotions shall surface in the agreed upon placement as soon as practicable and operationally feasible during the dates described in the IO.
20. Anti-Corruption Compliance
Advertiser agrees to comply with all applicable anti-corruption laws, including, without limitation, the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act 1977 (FCPA). Advertiser represents and warrants that it will not pay or give, offer or promise to pay or give, or authorize the promise, payment or gift directly or indirectly, through a subcontractor or third party, any amount or anything of value to any person or company, including but not limited to any government official, representative or agent, any political party, any employee of any political party, any member of a royal family, or any candidate for political office for the purpose of inducing or rewarding any favorable action on any matter relating to the subject matter of this Agreement or Uber's business. Advertiser further agrees to maintain accurate books and records in connection with this Agreement and that any payments Advertiser makes to third parties in connection with this Agreement will be supported by complete and accurate written invoices that will be maintained by Advertiser during the term of this Agreement and for one (1) additional year and made available to Uber for inspection upon Uber's request. Advertiser agrees to promptly report to Uber any potential or actual violations of any anti-corruption laws relating to this Agreement or the business between the parties of which it becomes aware and to cooperate in good faith with Uber in the investigation of any such violation.
21. Termination
Advertiser may terminate this IO at any time, without compensation, upon notice to Uber at least thirty (30) days prior to the start of the Campaign Period. Either party may also terminate this IO at any time if the other party breaches any obligations under this IO that are not remedied within ten (10) days of receipt of written notice from the non-breaching party. In addition, if Advertiser violates one of Uber's Advertising Policies three times, even if such violations are cured, Uber may terminate this IO upon written notice. If this IO is terminated early, Advertiser agrees to honor all offers and discounts advertised to Users of the Uber App.
22. Confidentiality
"Confidential Information" shall include (i) all information marked "Confidential", "Proprietary" or similar legend by the disclosing party ("Disclosing Party") when delivered to the receiving party ("Receiving Party"); and (ii) information and data provided by the Disclosing Party that should reasonably be considered confidential or proprietary under the circumstances of its disclosure. Nevertheless, the Disclosing Party and the Receiving Party agree that the information included in this IO is also considered Confidential Information. The Receiving Party will protect Confidential Information in the same manner as it protects its own information of a similar nature, but in no event with less than a reasonable level of care. The Receiving Party will not disclose Confidential Information to third parties, except employees, agents, affiliates, or representatives who have a need to know it, and who are bound by confidentiality obligations at least as restrictive as those set forth in this IO. The Receiving Party shall not use the Confidential Information of the Disclosing Party except as provided in the IO. Notwithstanding anything to the contrary contained herein, the term "Confidential Information" shall not include information that: (i) was previously known to the Receiving Party; (ii) was or became publicly available through no fault of the Receiving Party; (iii) was rightfully in the possession of the Receiving Party without any obligation of confidentiality at or before the time of disclosure to the Receiving Party by the Disclosing Party; (iv) was developed by employees or agents of the Receiving Party independently of and without reference to Confidential Information; or (v) was rightfully obtained by the Receiving Party from any third party who had the right to disclose it and who provided it without restriction on use or disclosure. In the event that the Receiving Party is obliged to disclose any "Confidential Information", by lawful order of a competent authority or by legal provision, the Receiving Party shall notify the Disclosing Party of this fact at least ten (10) days in advance, stating the extent of what will have to be disclosed. In the event that the Receiving Party is required by law to make disclosures, it shall not disclose any information beyond what is strictly necessary to comply with the applicable legal provisions or the decision issued by a competent authority.
23. Force Majeure
Excluding payment obligations, the Parties shall not be liable for delay or default in the performance of their respective obligations under this IO if such delay or default is caused by acts of God or force majeure ("Force Majeure Event"). In the event that such delay or default affects the delivery of the Ads, Uber will make reasonable efforts within 5 (five) business days to indicate a replacement publication for the Ad or a new Campaign Period. If there is no such option or it is not reasonably acceptable to Advertiser, Uber will allow Advertiser a proportional reduction of the amounts to be paid in accordance with the reduction or change of the Campaign or of the period and space of transmission of the Ads. If the Force Majeure Event lasts for more than 5 (five) business days, Uber and/or Advertiser may terminate this IO without any penalties.
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