Uber Central Product Addendum to the Uber for Business General Terms and Conditions - International Terms

This Uber Central Product Addendum (the “Product Addendum”) to the Uber for Business General Terms and Conditions (the “General Terms”) is entered into by and between the company identified within this sign-up page (“Company”) and Uber B.V., a private limited liability company incorporated under the laws of the Netherlands with a company registration number of 56317441 and registered address of Burgerweeshuispad 301, 1076 HR Amsterdam (“Uber”). Undefined, capitalized terms used herein shall have the meaning ascribed to them in the General Terms. In the event of any conflict between the terms of the General Terms and this Product Addendum, the terms of this Product Addendum shall govern. This Product Addendum sets forth the terms under which a Company may utilize the Dashboard to enable Uber Central. Company’s use of Uber Central is subject to this Product Addendum, as may be modified or updated by Uber as set forth in the General Terms.

1. Definitions. The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below:

“Active User” means an individual (i) with an active Uber Account, or (ii) who has otherwise registered with Uber and accepted the End User Terms.

“Company User” means an Active User or Guest User.

“Designated Recipient” means an individual authorized by a Company User to provide information to Uber and receive notifications from Uber, including but not limited to through SMS messages, regarding such Company User’s trip.

“Guest User” means an individual who is not an Active User.

“Uber Central” means the Uber for Business product that, in connection with Uber’s technology systems, enables Company to request rides, or deliveries through Uber Courier when available, on behalf of Company’s customers, clients, or other authorized individuals.

“Uber Courier” means a delivery service that allows Company to request delivery of package(s) (both the content and the materials for its containment) (the “Package(s)”) by independent third party providers of delivery services (“Third Party Providers”) who have an agreement with Uber or an Affiliate (as applicable) to a designated address using the Uber Central dashboard.

1. Provision of Services to Company.
   1. Access to Services. Upon execution of this Product Addendum, Uber will use commercially reasonable efforts to enable Company to access Uber Central via the Dashboard. In addition to the Dashboard features described in the Agreement, the Dashboard will enable Company to (a) request rides on behalf of Company Users, (b) when permitted at Uber’s sole discretion, request deliveries in geographic locations within the country where Uber Courier is available (“Territory”) on behalf of Company Users, and (c) view monthly statements setting forth trips requested on behalf of Company Users. Company expressly acknowledges and agrees that any and all transportation services are provided neither by Uber nor by Company, but by independent third-party providers. Company acknowledges that Company will incur User Charges to the account of Company, and not to the applicable Company User's personal Uber user account or credit card.
   2. Active Users; Guest Users; Designated Recipients. 
      1. Prior to requesting the Uber Service on behalf of any Company User, Company shall obtain from the Company User and submit to Uber the following information with respect to such Company User: (a) first and last name, (b) active telephone number, (c) pick-up and drop-off location; and (d) pick-up time and other optional trip related data (e.g. billing code, trip purpose, and message to Drivers) (collectively, “Company User Data”), in order to permit Uber to confirm whether such Company User is an Active User or is a Guest User and for Uber to send the Company User SMS and/or in-app messages about the requested service. Company shall ensure that all data provided to Uber is accurate and complete, and Uber shall not be liable to Company, any Company User or any other party with respect to inaccurate or incomplete Company User Data supplied to Uber by Company.
         
      2. Company shall be solely responsible for contacting, or facilitating contact with, any Guest User for whom Company requests the Uber Service. Uber shall have no responsibility for contacting or providing messaging of any sort pursuant to this Product Addendum to any individual who is not an Active User.
      3. Company may provide to Uber the name and phone number of Designated Recipient(s) in order for Uber (at Uber’s sole discretion) to provide notifications and detailed trip information, including real-time trip status, regarding a Company User’s trip or a delivery to such Designated Recipient, including via SMS. Uber shall not be liable to Company, any Company User, any Designated Recipient, or any other party with respect to inaccurate or incomplete information supplied by Company related to any Designated Recipient.
2. Uber Courier Terms.
   1. Uber Courier Acknowledgements.
      1. Company acknowledges that the availability of and Company’s access to Uber Courier is at Uber’s sole discretion and Uber may cease offering Uber Courier to Company at any time and for any reason.
      2. Company acknowledges that neither Uber nor its Affiliates will have any liability to Company for any loss, damage, non-delivery, or delay in the delivery of items requested by Company for delivery, or any unexpected issues or changes made by Uber or its Affiliates to Uber Courier in its discretion that could arise during Company’s use of Uber Courier. Neither Uber nor its Affiliates take title to any items that are requested for delivery through Uber Courier. Company agrees that no bailment is created by Company’s use of Uber Courier, and neither Uber nor its Affiliates are bailees of goods.
      3. Company acknowledges that Uber Courier is offered in designated areas only as communicated via the Dashboard (“Courier Active Area”). Uber does not guarantee that Uber Courier will be available in the Courier Active Area at all times.
   2. Company Users and Uber Courier.
      1. Prior to requesting a delivery of a Package through Uber Courier, Company shall collect and submit to Uber (or the relevant Affiliate) information about the primary third party sender(s) and/or recipient(s) of the items, including first and last name and active telephone number, in accordance with Section 2 (Provision of Services to Company), and such individual(s) will be considered Company User(s).
      2. If you choose Uber Courier, the Uber Courier service will be provided by Uber or its Affiliate (“Uber Provider”), and you will be charged by the Uber Provider for use of Uber Courier. The Uber Provider may subcontract the performance of the delivery service to a Third Party Provider.
      3. Each time Company requests use of Uber Courier, Company confirms that it has obtained consent from the delivery recipient to share their delivery address with the Uber Provider. The Uber Provider will use this personal data in accordance with its Privacy Notice.
   3. Prohibited Items.
      1. Company may not use or access Uber Courier to send any Prohibited Items (“Prohibited Items”). The list of Prohibited Items may differ on a country-by-country basis, and will be communicated to you before you confirm your trip. Uber retains the discretion to prohibit additional items from time to time. It is Company’s responsibility to ensure that it has checked the current list of Prohibited Items each time it uses, and prior to using, the Courier Delivery Services. Depending on Company’s or its Company User location, Company may be notified of additional Prohibited Items or restrictions on the use of Uber Courier. If a Third Party Provider suspects that a Package may contain Prohibited Items, they may take the Package to the nearest police station. Where it is established that the Package does not in fact contain Prohibited Items.
   4. Delivery Restrictions and Obligations.
      1. Package(s) requested for delivery via Uber Courier may be subject to a maximum limit on (i) weight, (ii) dimensions, (iii) monetary value, and/or (iv) other limits or restrictions. These restrictions may differ from country-to-country and the details will be communicated to you before you confirm your trip.
      2. Company must ensure that the items are prepared, packaged, securely closed and sealed for safe delivery. Company acknowledges that it, or the relevant Company User if applicable, is solely responsible for packaging items and that packaging of Items does not in any way form part of the Uber Courier services.
      3. As between Uber and Company, Company will be responsible for all support to third party senders and recipients, including resolving any disputes or concerns from Company Users or Designated Recipients related to deliveries requested via use of Uber Courier.
      4. Company agrees that it will limit pickup and dropoff locations for deliveries to within the Territory.
      5. If Company uses Uber Courier to arrange delivery services and send food or beverages not otherwise prohibited by this Product Addendum, Company assumes full responsibility for such items after delivery, including any damage due to temperature sensitivity and/or tampering.  Company further assumes full responsibility for chilling any perishables immediately upon delivery to help maintain the safety and quality of such items. To the extent required by applicable law, and only for the purpose of the expedited provision of items, food and beverage items are sold or delivered to third parties under Company’s retail and food delivery license privileges.
   5. Refusal or Rejection of Deliveries.
      1. At a Third Party Provider’s sole discretion, a Third Party Provider may refuse to pick up or deliver Package(s), or cancel the delivery of Package(s) after acceptance for any reason, provided at all times, Third Party Providers must comply with the terms of their agreement.
      2. Company understands that if a Third Party Provider refuses to accept an item due to size or weight, or such item is a Prohibited Item, , Company may be responsible for: (1) a cancellation fee; and (2) any Return Fees (as defined below). Cancellation fees will be considered User Charges.
   6. Delivery, Redelivery, and Undeliverable Packages.

If the Third Party Provider is not able to complete the delivery because, for example, the Designated Recipient is not at the delivery location to accept the delivery or the delivery otherwise cannot be completed according to Company’s dropoff instructions, the Uber Provider shall, with the Third Party Provider, attempt to arrange for the return of the Package(s) to Company. Company acknowledges and agrees that Company may be charged for any costs associated with a delivery failure or a return delivery (“Return Fees”). Return Fees will be considered User Charges. Additional terms and conditions relating to redelivery or undeliverable Package(s) may be contained in the Courier Terms.

1. Title and Risk

Company acknowledges that neither Uber, the Uber Provider or any of their Affiliates nor any Third Party Provider takes any title to Packages. The Uber Provider will have control and care of the Package until the Uber Courier services are completed, ended or are cancelled, including where the Package is returned, redelivered or disposed of.

1. Loss or Damage to Packages; No Insurance
   1. Company acknowledges and agrees that Courier Delivery Services are available for sending Packages up to a certain monetary value, the details of which will be communicated to you before you confirm your trip. Neither Uber nor any of its Affiliate assume no liability for Company’s use of Uber Courier.
   2. Company assumes exposure to and risk of any loss, theft, tampering or delay in Company’s use of Uber Courier. Neither Uber nor any of its Affiliates maintain insurance for loss, damage or theft. Company should contact an insurance agent or broker if insurance coverage is desired.
2. Privacy.
   1. Definitions. “Company Personal Data” means information provided by Company to Uber in connection with the Agreement relating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by an Active User.
   2. Roles of Parties. Each party is an independent controller of the Company Personal Data and Uber Personal Data. Company will provide Company Personal Data to Uber, for the provision of the services as described in this Product Addendum. Company will only process Uber Personal Data for administrative purposes, to manage access control and for activity review purposes.
   3. Compliance with Data Protection Laws. Each party shall comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of personal data (which includes Company Personal Data and Uber Personal Data).
   4. Data Restrictions.
      1. Company Restrictions. Company agrees that it will use (or authorize the use of) Uber Personal Data and the Dashboard solely for legitimate business purposes, and will limit access to Uber Personal Data and the Dashboard solely to Company’s personnel who have a legitimate business need to access such Uber Personal Data and the Dashboard. Company will not disclose Uber Personal Data to any third parties unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein.
      2. Uber Restrictions. Uber agrees that Uber shall use or disclose Company Personal Data as necessary to provide the Uber Service or as required under applicable laws or regulations. Uber shall limit access to Company Personal Data solely to Uber and its Affiliates’ directors, officers, employees, consultants, or agents who have a legitimate business need to access such Company Personal Data.
3. Effect of Termination. All outstanding payment obligations and Sections 1, and 3 - 5 of this Product Addendum shall survive the termination of this Product Addendum.
4. Warranties.
   1. In addition to the warranties set forth in the Agreement, Company represents and warrants that Company will inform and obtain all necessary rights, permission and legally adequate consent from Company Users (a) to receive SMS messages or automated calls from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum, and (b) for Uber to provide Company and any Designated Recipients with detailed trip or delivery information, including real-time trip status, for the trips or deliveries charged to Company’s Corporate Account. In addition to the warranties set forth in the Agreement, Company represents and warrants that Company will inform and obtain all necessary rights, permission and legally adequate consent from Designated Recipients (i) to share such Designated Recipient’s personal data with Uber and (ii) to receive SMS messages from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum. Company acknowledges that it may elect to utilize the Dashboard to request the Uber Service on behalf of, Guest Users. Any such election is at Company's sole discretion, and, in addition to Company’s indemnity obligations under the Agreement, Company therefore will indemnify, defend and hold harmless Uber, its Affiliates and its and their directors, officers, employees, consultants, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable outside attorney fees) with respect to any third party claim, suit, action or proceeding arising out of or related to the use of the Uber Service by any Guest User.
   2. Moreover, for the avoidance of doubt, to the extent that items requested for delivery include food or beverages, Company’s representation and warranty in the Agreement—that it is in compliance and shall remain in compliance during the Term, with all applicable laws, rules and regulations—includes without limitation all laws, rules and regulations governing health and safety, such as time or temperature controls required for food safety. To the extent that items requested for delivery include food or beverages, Company additionally represents and warrants that: (1) all information about the items made available by Company relating to calorie count, ingredients, nutritional information, or allergen information, will at all times remain accurate and comply with applicable laws, rules, and regulations; (2) Company will package food and beverage items separately from potentially harmful products; and (3) if a third party has requested that Company include certain items, Company will not replace unavailable items with different items without the written consent of the third party.
   3. Company further represents and warrants that it will limit pickup and dropoff locations for deliveries to within the Territory.
   4. Company further represents and warrants that it will not request a trip through Uber Central for a rider who is under the age of 18, unless they are accompanied by an adult rider: (i) who is at least 18 years of age and (ii) for whom Company provides Company User Data to Uber in accordance with Section 2.2.
5. Indemnification.
   1. In addition to Company’s indemnity obligations set forth above and under the Agreement, Company will also indemnify, defend and hold harmless Uber, its Affiliates and its and their directors, officers, employees, consultants, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable outside attorney fees) with respect to any third party claim, suit, action or proceeding arising out of or related to: (a) the use of Uber Courier by any Company User or Designated Recipient; (b) any personal injury or damage to property arising from the items requested by Company for delivery; or (c) Company’s inclusion of a Prohibited Item.
   2. Uber shall provide prompt notice to Company of any potential claim subject to indemnification hereunder. Company will assume the defense of the claim through counsel designated by it and reasonably acceptable to Uber. Company will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of Uber, which will not be unreasonably withheld. Uber will reasonably cooperate with Company in the defense of a claim, at Company’s expense.