UBER INDIA SYSTEMS PRIVATE LIMITED

SERVICES AGREEMENT

For Last Update and Effective See here

This Services Agreement (“Agreement”) constitutes a legal agreement between Uber India Systems Private Limited, a private limited company incorporated under the laws of India, having corporate identity number U74120MH2013FTC247008 and having its registered office at Regus Business Platinum Centre Pvt. Ltd., Level 13 Platinum Techno Park, Plot No.17/18, Sec-30A, Vashi, Thane, Navi Mumbai, Maharashtra, India, 400705 (“Uber”), also located at Plot No.300, 1st Floor, Sector-29, Gurgaon, Haryana - 122001 and either:

(i) an individual driver engaged in the business of providing transportation services, in which case, provisions in this Agreement that are addressed to ‘your Driver’ do not apply to you; or

(ii) a fleet partner, being either an individual, a sole proprietorship or any other corporate entity providing transportation services through drivers who are engaged by such a fleet partner (“Fleet Partner”), in which case provisions in this Agreement that are addressed to ‘your Driver’ refer to drivers engaged by such a Fleet Partner.

(in either case, "you").

This Agreement applies solely to the Uber Service as defined in Section 1.2 below, as made applicable by Uber (See here). If you are using Uber's services outside the scope of this Agreement, the other applicable terms and conditions issued by Uber for those services shall continue to apply. In order to avail the Uber Service, you must agree to the terms and conditions that are set forth below and any other terms and conditions as notified by Uber or any of its Affiliates to you and/or your Drivers from time to time. Upon your acceptance (electronic or otherwise) of this Agreement, you and Uber shall be bound by the terms and conditions set forth herein.

You acknowledge and agree that Uber is a technology services provider that neither provides Transportation Services, nor functions as a transportation carrier, nor does it operate as an agent for the transportation of passengers.

This Agreement supersedes any previous agreement between you and Uber, and any supplements, amendments or modifications to such services agreement.

This Agreement applies solely to the Uber Service as defined below.

1. Definitions
   1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.
   2. “Uber Service” means the Software as a Service for your vehicle, as made applicable by Uber, where Uber provides you and/or your Drivers the subscription to the Driver App merely to connect with the User to seek, receive and fulfill on-demand requests for Transportation Services by Users seeking such services. This includes access to the Driver App and Uber’s related software, websites, and related support services systems, as may be updated or modified by Uber at its discretion from time to time, for the limited purpose of connecting you to the Users.
   3. “Driver”, in the event you are a Fleet Partner, means a principal, employee or contractor of yours: (a) who meets the applicable Uber requirements to be an active driver using the Uber Service; and (b) whom Uber authorizes to access the Uber Service to provide Transportation Services on your behalf.
   4. “Driver App” means Uber’s mobile application that enables you and/or your Drivers to access the leads from potential Users for the purpose of seeking, receiving and fulfilling on-­demand requests for Transportation Services by Users, as may be updated or modified by Uber at its discretion from time to time.
   5. “Driver ID” means the identification and password key assigned by Uber to you that enables you to use and access the Driver App.
   6. “Drive Pass” means the pass, howsoever termed, selected and purchased by you or Drivers via the Driver App which entitles you to utilise the Uber Service to seek, receive and fulfil requests for Transportation Services from Users. The operation and validity of Drive Pass shall be governed by the Pass Terms available here.
   7. “Device” means a mobile device owned or controlled by you

(a) that meets the applicable Uber specifications for mobile devices; and

(b) on which the Driver App has been installed as authorized by Uber solely for the purpose of providing Transportation Services.

• 1. “Platform" refers to Uber’s technology-based system, including the Uber App, Driver App, and any associated website or software, connecting you and/or your Drivers to the Users.
  2. “Service Fee” has the meaning set forth in Section 4.2.
  3. “Suggested Fare” means the indicative amount suggested by Uber solely for reference purposes, without any binding effect on you or the User, which may include tolls, taxes, and third-party charges, but does not include Uber One membership fees, User’s arrears from a previous trip, insurance, or any other amount not related to the particular instance of Transportation Services.
  4. “Territory” means the geographical area(s) in India where you or your Drivers are enabled by the Driver App to receive requests for Transportation Services.
  5. “Tolls” means any applicable road, bridge, ferry, tunnel and fees, including inner-city congestion, environmental or similar charges levied by governmental and local authorities.
  6. “Transportation Services” means the provision of passenger transportation services to Users via the Uber Service in the Territory by you or your Drivers using the Vehicles.
  7. “Uber Data” means all data related to the access and use of the Uber Service hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation Services via the Uber Service and the Driver App, and the Driver IDs.
  8. "Uber App" refers to the mobile application provided by Uber that allows Users to connect with you and/or your Drivers to request for and obtain the Transportation Services.
  9. “User” means an end user authorized by Uber to use the Uber App for the purpose of obtaining Transportation Services offered by you or your Drivers.
  10. “User Information” means information about a User made available to you and/or your Driver in connection with such User’s request for Transportation Services, which may include the User’s name, pick-­up location, contact information and photo.
  11. “Vehicle” means any vehicle of yours and/or your Driver's that: (a) meets the applicable Uber requirements for a vehicle being used to provide Transportation Services; and (b) Uber authorizes for your and/or your Drivers' use for the purpose of providing Transportation Services using the Driver App.

1. Use of the Uber Service
   1. Driver IDs. Uber will issue you or to each of your Drivers a Driver ID to enable you or each of your Drivers to access and use the Driver App on a Device in accordance with this Agreement. You agree that you will or will ensure that your Drivers will maintain the Driver IDs in confidence and will not share the Driver IDs with any third party. You agree that you and/or your Driver will immediately notify Uber of any actual or suspected breach or improper use or disclosure of your or your Drivers' Driver ID(s) or the Driver App.
   2. Provision of Transportation Services. When the Driver App is active, User requests for Transportation Services may appear to you or your Drivers via the Driver App if you or your Driver is available and in the vicinity of the User. If you or your Driver accepts a User’s request for Transportation Services, the Uber Service will provide you or such Driver accepting the request with certain User Information via the Driver App, including the User’s first name and pickup location. You acknowledge and agree that once you or your Driver has accepted a User’s request for Transportation Services, the Uber App may provide certain information about you or your Driver to the User, including your or your Driver's first name, contact information, photo and location, and your or your Driver's Vehicle’s make and license plate number. You shall not, and shall ensure that none of your Drivers contact any Users or use any User's personal data for any reason other than for the purposes of fulfilling Transportation Services. As between Uber and you, you agree and acknowledge that: (a) you and/or your Driver shall solely determine the most effective, efficient and safe manner to perform each instance of Transportation Services; and (b) you and/or your Driver shall possess all necessary equipment, tools and other materials necessary to perform Transportation Services, at your own expense.
   3. Your Relationship with Users. You agree and acknowledge that your provision of Transportation Services to Users creates a legal and direct business relationship between you and the User, to which Uber is not a party. Uber and its Affiliates are not responsible or liable for the actions or inactions of a User in relation to you or your Driver , or for your or your Drivers' activities or Vehicle(s). You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your or your Drivers' provision of Transportation Services. You acknowledge and agree that you and each of your Drivers are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that, unless specifically consented to by a User, neither you nor your Driver may transport or allow inside any Vehicle individuals other than a User and any individuals authorized by such User during the performance of Transportation Services for such User. You and/or your Drivers are solely responsible and liable for any failure to complete an accepted request of Transportation Services, failure to pick up User(s) at the requested time and/or pick-up location, any act or omission including rash and negligent driving, harassment (whether verbal, physical or of any other nature), any violation or non-adherence to applicable laws, any physical and/or mortal danger caused to the Users while providing Transportation Services, charging amounts from the Users that are different from the Suggested Fare and for providing the Transportation Services in your capacity as an independent service provider.
   4. Your Relationship with Uber. You acknowledge and agree that Uber’s provision to you of the Driver App and the Uber Service creates a legal and direct business relationship between you and Uber. Uber does not, and shall not be deemed to, direct or control you or your Drivers generally, or in your or your Drivers' performance under this Agreement, specifically, including in connection with the operation of your business, your or your Drivers' provision of Transportation Services, your or your Drivers' acts or omissions, or the operation and maintenance of any Vehicles. Uber does not control or interfere with the actual provision of Transportation Services by you or your Drivers including the quality of the Transportation Services, Vehicle condition, or your or your Drivers' conduct or settlement or negotiation of the Fare actually paid/payable by the Users. You acknowledge and agree that you and/or your Drivers retain the sole right to determine when and for how long you or each of your Drivers will utilize the Driver App or the Uber Service. You agree and acknowledge that you and/or your Drivers retain the option, via the Driver App, to attempt to accept or to decline or ignore a User’s request for Transportation Services, or to cancel an accepted request for Transportation Services via the Driver App, subject to Uber’s applicable policies (including the Community Guidelines, to the extent applicable). Uber may provide safety and support services to you at its sole discretion subject to compliance with applicable laws.
   5. You will not, and shall ensure that your Drivers do not: (a) display Uber’s or any of its Affiliates' names, logos or colours on any Vehicle(s); or (b) wear a uniform or any other clothing displaying Uber’s or any of its Affiliates’ names, logos or colors. The foregoing does not apply if you and Uber have agreed otherwise or if so required by law. You acknowledge and agree you have the complete right and discretion to engage in or operate other independent business(es) or income generating activities, and the right to direct your Drivers to do so at your own discretion, including the ability to provide services at any time to any third party, which are separate from the Transportation Services. For the sake of clarity, you understand that you retain the complete right to provide transportation services to your existing customers and to use other software application services in addition to the Uber Service. Uber retains the right, at any time in Uber's sole discretion, to deactivate or otherwise restrict you and/or your Drivers from accessing or using the Driver App or the Uber Service in the event of a violation of this Agreement or any other applicable relevant Uber policy, including the Community Guidelines (to the extent applicable); or your or your Drivers' disparagement of Uber or any of its Affiliates; or your or your Drivers' act or omission that causes harm to Uber’s or its Affiliates’ brand, reputation or business as determined by Uber in its sole discretion. Uber also retains the right to deactivate or otherwise restrict you and/or your Drivers from accessing or using the Driver App or the Uber Service for any other reason at the sole and reasonable discretion of Uber.
   6. You acknowledge and agree that by using the Uber Service and utilizing the Uber Driver App, you are engaging in commercial activity. As such, you expressly agree that you are not a 'consumer' under the Consumer Protection Act, 2019, and shall not be entitled to any rights or remedies available to consumers under the said Act. You understand that Uber provides Uber Service for the limited purpose of connecting you to the Users. Uber does not provide Transportation Services itself. Uber’s role ends on such a connection. The relationship between Uber and you is that of independent contracting parties, and you shall have no claim against Uber under consumer protection laws.
   7. Your Relationship with Drivers. In the event you are a Fleet Partner, you shall have the sole responsibility for any obligations or liabilities towards your Drivers that arise from your relationship with your Drivers (including in relation to the provision of Transportation Services). You acknowledge and agree that you exercise sole control over your Drivers and will comply with all applicable laws (including tax, social security and employment laws) governing or otherwise applicable to your relationship with your Drivers. You shall require each of your Drivers to comply with the applicable terms and conditions of this Agreement, the Community Guidelines as well as applicable laws. Notwithstanding the acceptance of the terms of this Agreement by your Drivers at the time of signing up to the Driver App and/or your right (if applicable) to take recourse against a Driver, you acknowledge and agree that you are at all times responsible and liable for the acts and omissions of your Drivers vis-­à-­vis Users and Uber, even where such liability may not be mandated under applicable law.
   8. Ratings.
      1. You acknowledge and agree that: (a) after receiving Transportation Services, a User will be prompted by the Uber App to provide a rating of, and optionally, to provide comments and feedback, about such Transportation Services, and about you or your Driver, and (b) after providing Transportation Services, you or your Driver will be prompted by the Driver App to provide a rating of the User, and optionally, to provide comments or feedback about the User. You shall yourself, or shall instruct all your Drivers to, provide ratings and feedback in good faith.
      2. Uber and its Affiliates reserve the right to use, share and display your and/or your Drivers’ ratings and comments (including User comments) in any manner in connection with the business of Uber and its Affiliates without your or your Drivers' approval. You agree and acknowledge that Uber and its Affiliates are distributors (without any obligation to verify) and not publishers of your, Driver and User ratings and comments, provided that Uber and its Affiliates reserve the right to censor or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Uber’s or its Affiliates’ content policies. There is no obligation on you or your Drivers to provide ratings or comments nor is there any consequence of not providing the same.
      3. Device. In your use of the Device: (i) you and/or your Drivers are responsible for the acquisition, cost and maintenance of such Device as well as any necessary wireless data plan; and (ii) Uber shall make available the Driver App for installation on such Device. Uber hereby grants the authorized user of any Device a personal, non-­exclusive, non-transferable user right to install and use the Driver App on their Device solely for the purpose of receiving the leads for providing Transportation Services. You agree not to, and shall ensure that none of your Drivers shall, provide, distribute or share, or enable the provision, distribution or sharing of, the Driver App (or any data associated therewith) with any third party. The foregoing right granted by Uber shall immediately terminate and you and/or your Drivers will delete and fully remove the Driver App from the Device in the event that you and/or the concerned Drivers cease to provide Transportation Services using the Device. You agree, and shall inform each applicable Driver that: (i) use of the Driver App on the Device requires an active data plan with a wireless carrier associated with the Device, which data plan will be provided either by you or the applicable Driver at your or their own expense; and (ii) use of the Driver App on a Device may consume very large amounts of data through the data plan. Uber advises that the Device should only be used under a data plan with unlimited or very high data usage limits, and Uber shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan.
   9. Location Based Services. You acknowledge and agree that your or each of your Driver's geo-­location information must be provided to Uber via a Device in order to provide Transportation Services, in accordance with the Uber Privacy Notice.
2. You/Drivers and Vehicles
   1. Your/Driver Requirements. You acknowledge and agree that you and/or each of your Drivers shall at all times:

(a) hold and maintain:

(i) a valid driver's license with the appropriate level of certification to operate the Vehicle assigned by you to yourself or to such Drivers, and

(ii) all licenses, permits, approvals and authority applicable to you and/or your Drivers that are necessary to provide passenger transportation services to third parties in the Territory;

(b) possess the appropriate and current level of training, expertise and experience to provide Transportation Services in a professional manner with due skill, care and diligence; and

(c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you or your Drivers may be subject to certain background and driving record checks from time to time in order for you or your Drivers to qualify to provide, and remain eligible to provide, Transportation Services.

• 1. Vehicle Requirements. You acknowledge and agree that each Vehicle shall at all times be: (a) properly registered and licensed to operate as a passenger transportation vehicle in the Territory; (b) owned or leased by you or your Driver, or otherwise in your or your Driver's lawful possession; (c) suitable for performing the passenger transportation services contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.
  2. Documentation. To ensure your and/or each of your Driver’s compliance with all requirements in Sections 3.1 and 3.2 above, you must provide Uber with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your or your Drivers' provision of any Transportation Services. Thereafter, you must submit to Uber written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Uber shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Uber reserves the right to independently verify your and/or any of your Drivers' documentation from time to time in any way Uber deems appropriate in its reasonable discretion. You acknowledge and agree that Uber reserves the right, at any time in Uber's sole discretion, to deactivate or otherwise restrict you and/or your Drivers from accessing or using the Driver App or the Uber Service if you and/or any of your Drivers fail to meet the requirements set forth in this Section 3.

1. Financial Terms
   1. Drive Pass. In consideration of Uber’s provision of the Uber Service, you or your Drivers agree to select and purchase a Drive Pass. Drive Pass is a paid for subscription service provided by Uber that entitles you or your Drivers to access the Uber Service to seek, receive and fulfill requests for Transportation Services from Users. The duration and validity of your Drive Pass will be specified to you and your Drivers in the Driver App at the time of selection of Pass. You agree that the use of the Drive Pass is subject to terms and conditions contained in the Pass Terms (as amended from time to time).
   2. Fees. If for any reason Drive Pass is not available to you or in your Territory, you acknowledge and agree that in order to access the Uber Service and/or the Driver App, and for provision of Uber Service, Uber may at its sole discretion, charge you certain periodic fees (whether at the time of signing up on the Driver App or on an ongoing basis), which may be structured as fixed amounts or as variable amounts (“Service Fee”). Uber reserves the right to change the Service Fee (if applicable) at any time at Uber's discretion based upon local market factors, and Uber will provide you with notice in the event of such change. Continued use of Uber Service after any such change in the Service Fee shall constitute your consent to such change.
   3. Fare Calculation and Payment.
      1. You are entitled to charge a fare for each instance of completed Transportation Services provided to a User (“Fare”). You are also entitled to charge the User for any Tolls, taxes or fees incurred during the provision of Transportation Services, if applicable and as communicated to you.
      2. The parties acknowledge and agree that the Suggested Fare provided in the Driver App is for reference purposes only. Uber does not control or interfere with the actual provision of Transportation Services by you, nor does it set, regulate, collect, negotiate, fix or enforce fares. The Uber App may display a Suggested Fare based on typical market rates for a given route as per applicable laws, serving solely as a guideline for you and the User to negotiate and agree upon the final fare.
      3. You are entitled to collect from Users and you shall subsequently remit to Uber, via any methods made available to you by Uber from time to time, all amounts that are due to Uber or are unrelated to your Fare for Transportation Services, including but not limited to, applicable Uber One membership fee, insurance fees, User Negative Balance on a non-Uber Service trip, airport fees or any other third-party fees. You act as limited payment collection agent for Uber in respect of any amounts due to Uber that you collect from Users, and the collection and remittance of such amounts is not linked to or dependent upon the provision of Transportation Services provided by you directly to the Users.
      4. Uber may, at its sole discretion, make additional payments to you from time to time, unrelated to the Transportation Services provided by you to Users, such as for promotional incentives. Uber reserves the right to deduct any outstanding amounts owed by you, including amounts that are due for remittance to Uber under Section 4.3.3 above, from such payments.
      5. You shall be solely responsible to collect the Fare directly from the User, whether it is the Suggested Fare displayed on the Uber App or such amount as mutually agreed solely between you and the User. Where a User wishes to pay the Fare using a digital mode of payment, you: (a) appoint Uber as your limited payment collection agent solely for the purpose of accepting the Suggested Fare, applicable Tolls, and any other amounts depending on the Territory via the payment processing functionality facilitated by the Uber Services; and (b) agree that payment made by User to Uber shall be considered the same as payment made directly by User to you. Any difference in the Suggested Fare and mutually agreed fare between you or your Drivers and the Users shall be settled directly by the User to you in cash or any other mode agreed upon by both the parties. Where Uber acts your payment collection agent, Uber agrees to remit, or cause to be remitted, to you on at least a weekly basis the Suggested Fare less any applicable Service Fee or any other applicable charges as may be communicated by Uber from time to time.
      6. Where payment is collected directly by you and not facilitated by Uber, the mode of payment and the actual amount paid shall be solely and independently determined by you and the User, without any involvement or control of Uber.
      7. You may charge the User for any applicable Tolls incurred during the provision of Transportation Services. Uber does not oversee and does not assume any responsibility for Fare collection, handling short payments, or mediating payment disputes between you and the User. Any disagreements concerning Fares must be resolved directly between you and the User. Uber bears no liability for any underpayment, overpayment, or non-payment by the User and you acknowledge that all earnings from providing Transportation Services are your sole responsibility.
      8. Uber shall not be responsible for any cancellation of any requests for Transportation Services by the Users or a User's decision to not avail Transportation Services from you.
         
      9. In the event that a User has insufficient funds to pay for a given instance of Transportation Services on a non-Uber Service trip (whether in whole or part, each such event is considered an underpayment), Uber shall record it as a negative balance on the User’s account (“User Negative Balance”). If you provide Transportation Services to a User with a User Negative Balance, you may be notified via the Driver App. In such an event:
         
2. the Uber App will reflect that the total amount owing by the User comprises (i) the transaction amount owing for that trip; and (ii) the User Negative Balance;
3. you are under no obligation to compel or demand payment for the User Negative Balance from the User and Uber acknowledges and agrees that it (Uber) bears ultimate responsibility for seeking recourse for any User Negative Balance from Users; and
4. where the User pays the User Negative Balance in cash to you, you acknowledge and agree that you shall remit such funds to Uber in accordance with Section 4.3.3 above.
   1. Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Transportation Services as required by applicable law; and (b) provide Uber with all relevant tax information (including a valid GST, PAN, Aadhar Number and Tax Registration Number belonging to you, to the extent that such numbers are required of you). You further acknowledge and agree that you are responsible for all taxes on your respective income arising from the provision of Transportation Services. Further, You shall be solely responsible for paying GST on the transportation services provided by you to the Users and Uber shall have no liability to pay tax on such services on your behalf.
5. Proprietary Rights; License
   1. Ownership. The Uber Service, Driver App and Uber Data, including all intellectual property rights therein, and the Uber Devices are and shall remain the property of Uber, its Affiliates or their respective licensors. Neither this Agreement nor your or your Drivers’ use of Uber Service, Driver App or Uber Data conveys or grants to you or your Drivers any rights: (a) in or related to Uber Service, Driver App or Uber Data, except for the limited license granted above; or (b) to use or reference in any manner Uber’s, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, you acknowledge Uber’s rights in its UBER family of trademarks and names, including UBER, alone and in combination with other letters, punctuation, words, symbols and/or designs, and the UBER Logo (“UBER Marks and Names”). You agree you will not, and will ensure that your Drivers do not, try to register or otherwise claim ownership in any of the UBER Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.
   2. License Grant. Subject to the terms and conditions of this Agreement, Uber hereby grants you and your Drivers (where applicable) a non-exclusive, royalty-free, non-transferable, non-sublicensable, non­-assignable license, during the term of this Agreement, to use the Driver App in connection with the provision of the Transportation Services. All rights not expressly granted to you and/or your Drivers are reserved by Uber, its Affiliates and their respective licensors.
   3. Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Uber Service, Driver App or any Uber Device in any way; (b) modify or make derivative works based upon the Uber Service or Driver App; (c) use, display, or manipulate any of UBER Marks and Names for any purpose other than to provide Transportation Services; (d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include UBER Marks and Names or any confusingly or substantially similar mark, name, title, or work; (e) use UBER Marks and Names as your social media profile picture or wallpaper; (f) purchase keywords (including, but not limited to Google AdWords) that contain any UBER Marks and Names; (g) apply to register, reference, use, copy, and/or claim ownership in UBER’s Marks and Names, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited license granted above; (h) improperly use Uber Service or Driver App, including creating Internet “links” to any part of the Uber Service or Driver App, “framing” or “mirroring” any part of the Uber Service or Driver App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Uber Service or Driver App; (i) reverse engineer, decompile, modify, or disassemble the Uber Service or Driver App, except as allowed under applicable law; or (j) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow your Drivers or any other party to, access or use the Uber Service or Driver App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Uber Service an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Uber Service; or (iv) attempt to gain unauthorized access to the Uber Service or its related systems or networks, all except to the extent such actions must be allowed under Indian law.
6. Confidentiality
   1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Uber Data, Driver IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non--public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
   2. 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 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, with respect to Uber, its internal record-­keeping requirements).
   3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure, provided further that no such notice or opportunity shall be required if disclosure is made pursuant to Section 7.1 below.
7. Privacy.
   1. You acknowledge and agree that Uber processes personal data about you and/or your Drivers in accordance with its Privacy Notice.
   2. Where you provide Uber and/or its Affiliates with any personal data of your own and/or your Drivers, you represent and warrant that: (i) you have provided the personal data with your and/or such Drivers' consent and in compliance with all applicable laws; and (ii) you have taken reasonable steps to ensure that such personal data is accurate, complete, up-to-date and fit for purpose.
8. Insurance
   1. Prior to doing business with Uber, you agree to obtain the coverage required by Sections 8.2 and 8.3 below at your sole cost and expense. You agree to review the terms and conditions of such coverage to ensure that it provides the amounts of coverage required by Sections 8.2 and 8.3 below while you or your Drivers are using a Vehicle to provide Transportation Services. It is your sole responsibility to inform your insurer of the use of your Vehicle while providing Transportation Services.
   2. You agree to maintain, during the term of this Agreement, on all Vehicles operated by you and/or your Drivers under this Agreement, automobile commercial liability insurance that provides protection against bodily injury and property damage to yourself/your Drivers, your passengers and third parties at levels of coverage that satisfy the minimum requirements to operate a commercial passenger vehicle on the public roads as per applicable laws within the Territory. This coverage must also include any other insurance required by law for the operation of a commercial motor vehicle in the Territory that may not be waived by an insured. You agree to provide Uber and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section 8.2 upon request. Furthermore, you must provide Uber with a written notice of cancellation of any insurance policy required by Uber. Uber shall have no right to control your selection or maintenance of your policy. You and/or your Drivers must be a named insured or individually rated driver, for which a premium is charged, on the insurance policy required in this Section 8.2 at all times.
   3. You agree to maintain during the term of this Agreement, relevant workers’ compensation insurance if and as required by any applicable laws in the Territory. If permitted by applicable law, you may choose to insure yourself and/or your Drivers against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Further, if permitted by applicable law, you may choose not to insure yourself or your Drivers against industrial injuries at all, but you shall do so at your own risk.
   4. You understand and acknowledge that your commercial automobile insurance policy may not afford liability, comprehensive, collision, medical payments, first or third party no fault personal injury protection, uninsured motorist, underinsured motorist or other coverage while you provide any Transportation Services pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not Uber’s, to resolve them with your insurer(s).
9. Representations and Warranties; Disclaimers
   1. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you are duly organized, validly existing and in good standing under the laws of the jurisdiction of your origin; (c) you have not entered into, and during the term will not enter into any agreement that would prevent you from complying with this Agreement; (d) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Transportation Services yourself or through your Drivers using the Vehicles pursuant to this Agreement, and (ii) passenger transportation services to third parties in the Territory generally; and (e) to the extent applicable, you shall, and in case you are a Fleet Partner, shall require all your Drivers to, comply with the applicable terms and conditions set forth in this Agreement, the Community Guidelines (to the extent applicable) and all applicable laws.
   2. Disclaimer of Warranties. Uber and its Affiliates (as applicable) provide, and you accept, the Uber Service, Driver App and the Uber Devices on an "as is" and "as available" basis, and that Uber does not represent, warrant or guarantee that your or your Drivers' access to or use of the Uber Service, Driver App or the Uber Devices: (a) will be uninterrupted or error free; or (b) will result in any requests for Transportation Services. Uber and its Affiliates function as an on-demand lead generation and related service providers only and make no representations, warranties or guarantees as to the actions or inactions of the Users who may request or receive Transportation Services from you or your Drivers hereunder, and Uber and its Affiliates need not screen or otherwise evaluate Users. By using the Uber Service and Driver App, you acknowledge and agree that you or your Drivers may be introduced to a third party (including Users) that may pose harm or risk to you, your Drivers or other third parties. You and your Drivers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Uber Service or Driver App. Notwithstanding Uber’s appointment as your limited payment collection agent for the purpose of accepting payment from Users on your behalf as set forth in Section 4 above, Uber expressly disclaims all liability for any act or omission of yours any User or other third party.
   3. No Service Guarantee. Uber and its Affiliates do not guarantee the availability or uptime of the Uber Service or the Driver App. You acknowledge and agree that the Uber Service or Driver App may be unavailable at any time and for any reason, including due to scheduled maintenance or network failure. Further, the Uber Service and/or the Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Uber and its Affiliates are not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.
10. Indemnification
    1. You shall indemnify, defend (at Uber’s option) and hold harmless Uber and its Affiliates and each of their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, costs, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) a breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Transportation Services or use of the Uber Service.
    2. As between you and Uber, you are and shall be solely responsible for your and/or your Drivers’ provision of Transportation Services. As such, you shall indemnify, defend (at Uber’s option) and hold harmless Uber and its Affiliates and each of their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, costs, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to your and/or your Drivers’ provision of Transportation Services or use of the Uber Service.
11. Limits of Liability.
    1. Uber and its Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) your, your Drivers’ or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for Uber’s obligations to remit amounts due to you pursuant to Section 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Uber and/or any of its Affiliates under this Agreement exceed the amount actually paid by or due from you to Uber hereunder in the six (6) months period immediately preceding the event giving rise to such claim. You acknowledge and agree that any and all claims you have or purport to have against Uber and/or its Affiliates should be notified to Uber and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that you forfeit all rights in respect of that claim if you fail to do so. These limitations do not purport to limit liability that cannot be excluded by applicable law.
12. Term and Termination
    1. Term. This Agreement shall commence on the date that the Agreement is executed by you (electronically or otherwise) and shall continue until terminated as set forth herein.
    2. Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Uber may terminate this Agreement or deactivate your and/or any of your Drivers’ account immediately, without notice, in the event you and/or such Driver of yours, as applicable, no longer qualifies, under applicable law or the standards and policies of Uber, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement.
    3. Effect of Termination. Upon termination of the Agreement, you and your Drivers, as applicable, shall: immediately delete and fully remove the Driver App from all the Driver Devices. Outstanding payment obligations and Sections 1, 2.3, 2.4, 2.5, 2.6, 2.7, 4.4, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.
13. Relationship of the Parties
    1. Except as otherwise expressly provided in Sections 4.3.3 and 4.3.5, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law, social security law or insurance law perspective), between you and Uber; and (b) no joint venture, partnership, or agency relationship exists between you and Uber or Uber and any Driver.
    2. You have no authority to bind Uber and/or its Affiliates, and undertake not to hold yourself out, and to ensure that none of your Drivers hold themselves out, as an employee, worker, agent or authorized representative of Uber and/or its Affiliates. Uber’s facilitation of Suggested Fare payments from Users to you does not alter this relationship at all.
    3. Where, by implication of mandatory law or otherwise, you or any Driver may be deemed an employee, worker, agent or representative of Uber or any of its Affiliates, you, undertake and agree to indemnify, defend (at Uber’s or the concerned Affiliates's option) and hold Uber and its Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.
    4. You expressly acknowledge and agree that by agreeing to the terms and conditions of this Agreement, you and/or your Drivers intend to perform Transportation Services in a non­-incidental manner.
14. Miscellaneous Terms
    1. Modification. Uber reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the online portal available to you on the Uber Service. Uber reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Uber Service, or downloading, installing or using the Driver App, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the Uber Service or Driver App after any such changes shall constitute your consent to such changes.
    2. Supplemental Terms and Addenda. Supplemental terms may apply to your and/or your Drivers use of the Uber Service, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). Addenda to this Agreement may also apply, setting forth additional Territory specific and/or service-specific terms, as made available and as updated by Uber from time to time (individually "Addendum"). You may be presented with certain Supplemental Terms and/or Addenda from time to time, which are in addition to, and shall be deemed a part of this Agreement. Supplemental Terms and Addenda shall prevail over this Agreement in the event of a conflict.
    3. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.
    4. Assignment. You may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without Uber's prior written consent. You may not subcontract your rights or obligations under this Agreement to any person, without Uber's prior written consent. Uber may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, without consent. Uber may subcontract its rights and obligations under this Agreement to any person without consent.
    5. Entire Agreement. This Agreement, including the recitals, terms contained in any hyperlinks referenced in this Agreement and all Addenda and Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter, and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
    6. No Third Party Beneficiaries. Except as otherwise set forth in this Agreement, you acknowledge that there are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims.
    7. Notices. Any notice delivered by Uber to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the Driver App or the online portal available to you via the Uber Serviced. Any notice delivered by you to Uber under this Agreement must be delivered by contacting Uber at grievanceredressaloffice@uber.com.
15. Governing Law; Arbitration. Except as otherwise set forth in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of India, excluding its rules on conflicts of laws. Any dispute, conflict or controversy, however arising out of or broadly in connection with or relating to this Agreement, including those relating to its validity, its construction or its enforceability, shall be settled amicably between the parties within 30 (thirty) days of arising of such dispute. If the amicable settlement fails then the dispute shall be subject to the exclusive jurisdiction of the courts of India.

By clicking “I accept”, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of this Agreement, and that you are legally competent to enter into this Agreement with Uber.