UBER INSERTION ORDER TERMS

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 UBER INSERTION ORDER.

1. Interpretation

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 Agency or Advertiser defined in the IO. The Terms are governed by the IAB/AAAA Standard Terms and Conditions Version 3.0 (“IAB Terms”), available at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf, which are incorporated herein by reference. Capitalized terms used herein but not defined will have the meanings given by the IAB Terms. In the event the IAB terms are deemed unenforceable by the court of law set out in these Terms then for the avoidance of doubt the remainder of these Terms will remain in-force, valid and in full effect. If the IO is executed directly by an Advertiser, all obligations of “Agency” and “Advertiser” will be the obligations of Advertiser. The IO is governed by the laws of India and the parties irrevocably consent to exclusive jurisdiction and venue in the state and federal courts sitting in New Delhi.

2. Commercial Terms

I. INSERTION ORDERS AND INVENTORY AVAILABILITY

IO Details. From time to time, Uber and Agency may execute IOs that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected.

II. ENTIRE AGREEMENT

The IO, together with any annexures, schedule and exhibits which may be validly incorporated into the IO, constitutes the entire and sole agreement between the Parties with respect the subject matter of the IO. The IO completely supersedes, and replaces all prior and contemporaneous agreements, understandings, negotiations, representations, and communications, whether written or oral, between the Parties relating to the subject matter of this Agreement (including, without limitation, any prior terms sheets or onboarding agreements).

III. INTELLECTUAL PROPERTY

a. Advertiser grants Uber a limited, royalty-free, non-exclusive and non-transferable license during the campaign to convert (if necessary), publish, display, and distribute the Ads in the placements in the Uber app, Uber Eats app (if applicable), or other surface owned, operated, or controlled by Uber or where Uber has the rights to place media (together, the “Uber Platform”) as specified by the Media Plan. 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.

b. 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 (email being sufficient) except that after the campaign, Uber may use the Ads solely to promote Uber’s advertising business.

c. 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.

3. Third-Party Technology

Any third-party tags, pixels, tracking links, software code, or other technology will be subject to Uber’s prior written approval. Any such technology may only be used for the purpose of measuring campaign performance.

4. Non-guaranteed

Unless otherwise set forth in the applicable IO line item, all Deliverables are non-guaranteed.

5. Reporting

Section IV(b) of the IAB Terms shall be deleted in its entirety. Uber will make reporting, as determined by Uber, available on a regular basis, unless otherwise specified. Uber’s measure of billable metrics will be the controlling measurement for invoicing advertising fees. Any reporting provided by Uber to Advertiser hereunder is subject to adjustment upon invoicing and will constitute Uber’s Confidential Information as defined in the IAB Terms. Uber grants Advertiser a limited, revocable, non-exclusive, non-sublicensable license to such reporting, solely for Advertiser’s intent to purchase, or the purchase of, services from Uber. Advertiser will not (and Advertiser will not allow any third party to): (i) copy, modify, adapt, translate or otherwise create derivative works of the reporting; (ii) rent, lease, sell, assign or otherwise transfer rights in or to the reporting; or (iii) remove any proprietary notices or labels on the reporting. Advertiser will comply with all applicable laws and regulations in Advertiser’s use of and access to the reporting.

6. Uber APIs

Uber may provide Advertiser with access to certain APIs that enable Advertiser to request and receive certain data from Uber, as determined by Uber, including data made available in the reporting contemplated in Section 5 (each an “Uber API”). Advertiser’s use of any Uber API will be governed by the Uber API Terms of Use available at, https://developer.uber.com/docs/riders/terms-of-use, which are incorporated herein, and made a part of these Terms. If there is a conflict between the Uber API Terms of Use and these Terms, these Terms will control.

7. Recommendations

Uber may help Advertiser configure its Ads, Offers, or other campaigns on the Uber Platform (e.g., scheduling, budgeting, targeting, keyword targeting, etc.) by providing insights, reporting, or recommendations through the services (“Recommendations”). Advertiser acknowledges and agrees that: a) Recommendations are optional; b) it is not required to act upon these Recommendations; and c) it is solely responsible for all configurations of Ads, Offers, or other campaigns, including those based on Recommendations.

8. Payment

Sections III(a) and III(b) of the IAB Terms shall be deleted in their entirety. Uber will invoice Advertiser monthly in arrears for fees related to Deliverables and other services provided in the month prior. Advertiser will remit payment within the longer of sixty (60) days or the Payment Terms specified in the IO from the invoice date. Advertiser will make all payments to Uber in the currency set forth in the Media Plan above by electronic transfer. If Advertiser requires a purchase order (“PO”) for invoicing, Advertiser will provide such PO within thirty (30) days of executing the IO. If Advertiser disputes a charge, Advertiser must notify Uber within ten (10) calendar days of the invoice date and specify the nature of the dispute. Any amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid in full. Uber reserves the right to suspend further performance or delivery of Deliverables or other services, including those purchased by Advertiser under separate agreements with Uber, if undisputed invoices hereunder remain unpaid past the due date. Advertiser will also be responsible for all reasonable costs of collection, including legal fees, incurred by Uber if Advertiser breaches its obligations hereunder. Advertiser may not withhold payments to Uber by setoff or counterclaim. All amounts paid by Advertiser hereunder are non-refundable, regardless of delivery, cancellation, or termination of this IO. Any credits or value-added considerations provided by Uber to Advertiser must be utilized solely for Uber services as agreed, and will not be redeemable or refundable for cash or any other form of compensation.

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 Uber’s Advertising Policies as of the date of the IO or contain any material which is otherwise unlawful, defamatory or obscene, 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 any member of a protected class; (viii) Advertiser will comply with all applicable laws and regulations in its performance of the IO, including the Advertising Code of Advertising Standards Council of India (ASCI) (or any other applicable or successor law, regulation or code), 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.

10. Non-disclosure, Data Usage and Ownership, Privacy and Laws

1. Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.
2. Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
3. Additional Definitions. As used herein the following terms shall have the following definitions:

i. “User Volunteered Data” is personally identifiable information collected from individual users by Uber during delivery of an Ad pursuant to the IO.

ii. “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.

iii. “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.

iv. “Site Data” is any data that is (A) preexisting Uber data used by Uber pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Uber, Uber’s Site, brand, content, context, or users as such; or (C) entered by users on any Uber Site, other than User Volunteered Data.

v.“Collected Data” consists of IO Details, Performance Data, and Site Data.

vi. “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.

vii. “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of Advertiser.

1. Use of Collected Data.

i. Unless otherwise authorized by Uber, Advertiser will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Uber or Site Data to any Affiliate or Third Party except as set forth in Section XII(d)(iii).

ii. Unless otherwise authorized by Agency or Advertiser, Uber will not: (A) use or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Advertiser, or internal reporting or internal analysis; or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO.

iii. Advertiser, Agency, and Uber (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.

1. User Volunteered Data. All User Volunteered Data is the property of Advertiser, is subject to the Advertiser’s posted privacy policy, and is considered Confidential Information of Advertiser. Any other use of such information will be set forth on the IO and signed by both parties.
2. Privacy Policies. Agency, Advertiser, and Uber will post on their respective Web sites their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by Uber, on the one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the IO by the other party.
3. Compliance with Law. Agency, Advertiser, and Uber will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
4. Agency Use of Data. Agency will not: (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Advertiser in Section 10(d)(i) shall not prohibit Agency from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Media Companies on behalf of such clients or potential clients, for the purpose of media planning.

10. Indemnification

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.

11. Feedback

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 will not be deemed Advertiser’s Confidential Information if such Feedback relates to Uber’s products or services.

12. Alpha and Beta Products

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.

13. Limitation of Liability

SECTION XI OF THE IAB TERMS SHALL BE DELETED IN ITS ENTIRETY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE, 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 WILL 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.

14. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, UBER PROVIDES ALL SERVICES AND DELIVERABLES “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” 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. ADVERTISER USES THE SERVICES AND DELIVERABLES AT ITS OWN RISK. UBER MAKES NO GUARANTEE REGARDING THE SERVICES, DELIVERABLES, OR THE RESULTS FROM USING THEM. WITHOUT LIMITING THE FOREGOING, UBER WILL 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. Advertising Policies

Advertiser will comply with Uber’s Global Advertising Content Policy available at https://www.uber.com/legal/en/document/?name=global-advertising-content-policy&country=united-states&lang=en and Uber’s Global Advertising Targeting Policy available at https://www.uber.com/legal/en/document/?name=global-advertising-targeting-policy&country=united-states&lang=en (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.

16. Data Protection

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.

18. Brand Page

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).

a. Advertiser: (i) will, from time to time, provide Uber with Advertiser Marks, 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 non-transferable 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.

b. 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.

c. These terms regarding the Brand Page will survive any termination or expiration of the IO.

19. Offers

This Section 19 will have no effect unless Offer(s) are included in the Media Plan. If Advertiser agreed to the Uber Eats Merchant Terms and Conditions available at uber.com/legal, as applicable to the jurisdiction in which the Uber entity is located (“Merchant Terms”) or a master framework with terms substantially similar to the Merchant Terms regarding Advertiser’s participation as a merchant in the Uber Eats Marketplace, Advertiser agrees to all terms pertaining to Offers in the Merchant Terms, which are incorporated herein by reference, but not the remainder of this Section. If Advertiser has not otherwise agreed to the Merchant Terms or a substantially similar framework, Advertiser agrees to the remainder of this Section. Advertiser and/or Uber, if applicable, will fund Offer(s) for certain products available on the Uber Platform as set forth in the Media Plan. Advertiser will determine the mechanics of the Offer(s), including applicable products, duration, discount, maximum redemptions per user, eligibility criteria, and any other material terms and conditions of the Offer(s) subject to technical or operational restrictions of the Uber Platform. Uber will display the Offer(s) on a mutually agreed placement within the Uber Platform; provided that the specific location of such placement within the Uber Platform will be determined by Uber in its sole discretion. Advertiser will be financially responsible for all redemptions of the Offer(s) on the Uber Platform except for the portion funded by Uber as indicated on the IO.

20. Sponsored Listings

This Section 20 will have no effect unless Sponsored Listings are included in the Media Plan. Advertiser agrees to all terms pertaining to Sponsored Listings in the Merchant Terms, which are hereby incorporated herein by reference.

21. Cancellation and Termination

a. Without Cause. Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO, or any portion thereof, as follows:

i. With 14 days’ prior written notice to Uber, without penalty, for any guaranteed Deliverable. For clarity and by way of example, if Advertiser cancels the guaranteed portions of the IO eight (8) days prior to serving of the first impression, Advertiser will only be responsible for the first six (6) days of those Deliverables.

ii. With seven (7) days’ prior written notice to Uber, without penalty, for any non-guaranteed Deliverable.

iii. With 30 days’ prior written notice to Uber, without penalty, for any flat fee-based or fixed-placement Deliverable, including, but not limited to, roadblocks, timebased or share-of-voice buys, and some types of cancelable sponsorships.

iv. Advertiser will remain liable to Uber for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by Uber or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, Uber will specify the amounts due for such Custom Material as a separate line item. Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.

b. For Cause. Either Uber or Agency may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then Uber may terminate the IO or placements associated with such breach upon written notice. If Agency or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by Uber to Agency, then Uber may terminate the IO and/or placements associated with such breach upon written notice.

22. Force Majeure

Excluding payment obligations, neither Agency nor Uber will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If Uber suffers such a delay or default, Uber will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to Agency, Uber will allow Agency a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, Agency will have the benefit of the same discounts that would have been earned had there been no default or delay.

23. General

1. Assignment. Neither Agency nor Advertiser may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Uber’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
2. Entire Agreement. Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.

24. Definitions

“Ad” means any advertisement provided by Agency on behalf of an Advertiser.

“Advertiser” means the advertiser for which Agency is the agent under an applicable IO.

“Advertising Materials” means artwork, copy, or active URLs for Ads.

“Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

“Agency” means the advertising agency listed on the applicable IO.

“Deliverable” or “Deliverables” means the inventory delivered by Media Company (e.g., impressions, clicks, or other desired actions).

“IO” means a mutually agreed insertion order that incorporates these Terms, under which Media Company will deliver Ads on Sites for the benefit of Agency or Advertiser.

“Media Company” means the publisher listed on the applicable IO, which shall be Uber for the purposes of these Terms.

“Media Company Properties” are websites specified on an IO that are owned, operated, or controlled by Media Company.

“Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads.

“Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media Company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates, and shall include Uber’s Advertising Policies.

“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.

“Site” or “Sites” means Media Company Properties and Network Properties.

“Terms” means these Standard Terms and Conditions for Internet Advertising.

“Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Media Company, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.

“Third Party Ad Server” means a Third Party that will serve and/or track Ads.