Uber Eats (Kenya) Services Agreement

Order Form

This Uber Eats (Kenya) Services Agreement (the "Agreement") governs your relationship with Uber Portier B.V., a company registered under the laws of the Netherlands (registration number: 65851307) whose registered address is Burgerweeshuispad 301, 1076 HR, Amsterdam, the Netherlands ("Uber").

The Agreement shall consist of these Order Form Terms and the Supplemental Terms (currently available at uber.com/legal/eats_terms_en_KE. In the event of a conflict between the Order Form Terms and the Supplemental Terms, the Order Form Terms shall prevail. By accepting the Order Form Terms, Merchant declares that it has read, understood and accepts the Order Form Terms and the Supplemental Terms and has sought and obtained independent and separate advice prior to entering into the Agreement. If Merchant objects to any amended Supplemental Term, Merchant may terminate this Agreement in accordance with clause IV of the Order Form Terms. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Definitions section of the Supplemental Terms.

Recitals

1. Uber and/or its Affiliates may make available to Merchant certain services (the "Uber Eats Services") to facilitate the marketing, sale and provision of food, beverages and/or other products ("Items") by Merchant to its customers ("Customers"). The Uber Eats Services include, without limitation, on-demand lead generation, payment processing, marketing, operational and other support. Neither Uber nor its Affiliates provide Merchant or its Customers with delivery services.

2. In connection with the Uber Eats Services, Uber and/or its Affiliates may make available to Merchant, on a royalty-free basis, a website, application and/or other technology interface, as well as a tablet or other portable device (a "Device"), to access and use the Uber Eats Services (collectively, the "Uber Tools").

3. Uber and/or its Affiliates may also make available to Customers, on a royalty-free basis, a website, application or other technology interface to purchase Items and, if applicable, delivery services from Merchant (the "Uber Eats App").

4. Merchant may make Items and, if applicable, delivery services available for sale through the Uber Eats App.

I. Methods; Service Fee Terms.

Items requested by a Customer through the Uber Eats App may be transferred from Merchant to such Customer via multiple different methods (each a "Method"). Each Method allows Merchant to: (i) receive requests for Items (and, if applicable, delivery services) from Customers using the Uber Eats App; (ii) sell such Items (and, if applicable, delivery services) to Customers; and (iii) receive payment from Customers for such Items (and, if applicable, delivery services). The differences between the Methods are as follows (as further specified in the Supplemental Terms):

• MARKETPLACE: Merchant may access and request on-demand delivery services provided by "Marketplace Delivery Partners" (independent contractors who intend to provide on demand delivery services on a Merchant’s behalf using the Uber Eats App) to fulfill delivery of Items requested by Customers (the "Marketplace Method").
• AGGREGATOR: If available in the Territory, Merchant may use "Aggregator Delivery Partners" (employees, contractors, workers or agents of Merchant who provide delivery services on a Merchant’s behalf, arranged independently of Uber) to fulfill delivery of Items requested by Customers (the "Aggregator Method").
• NON-DELIVERY: If available in the Territory, Merchant may allow Customers to collect Items requested from a specified location without the involvement of a Delivery Partner (the "Non-Delivery Method").

Additionally, the following Fees may apply:

• DEVICE: Devices shall at all times remain the property of Uber. Loss or theft of a Device, the failure to timely return a Device, or any damage to a Device outside of normal wear and tear, will result in a Damage Fee. Merchant agrees that Uber may deduct the Damage Fee from Merchant's Item Revenue.

II. Supplemental Terms.

A. By accepting the Order Form Terms, Merchant also accepts the Supplemental Terms (including the Definitions, General Supplemental Terms and the Specific Supplemental Terms), currently available at uber.com/legal/eats_terms_en_KE, as may be updated from time to time.

B. Uber may amend the Supplemental Terms from time to time, as allowed by Applicable Law, upon giving fifteen (15) days’ advance notice (the "Notice Period") and by Uber notifying Merchant in writing and posting such amended Supplemental Terms at uber.com/legal/eats_terms_en_KE or Uber otherwise making such amended Supplemental Terms available to Merchant. However, the Notice Period will not apply where an amendment is required by law or relates to the expansion or introduction of new services or functionalities to the existing Uber Eats Services and/or Uber Tools or any other change which is effectively favourable to Merchant and does not reduce the scope of its rights or increase its responsibilities. Merchant’s continued access to or use of the Uber Eats Services and/or Uber Tools after such amended Supplemental Terms become effective constitutes Merchant’s consent to be bound by the amended Supplemental Terms. If Merchant objects to any amended Supplemental Term, Merchant may terminate this Agreement in accordance with clause IV of the Order Form.

C. Merchant will comply with the applicable Community Guidelines, currently available at https://www.uber.com/legal/community-guidelines/ke-en-eats/ ("Community Guidelines"). Additional terms may apply to Merchant’s use of the Uber Eats Services and the Uber Tools, such as use policies or terms related to certain features and functionalities, which may be modified from time to time, and shall be deemed "Supplemental Terms" for the purpose of this Agreement.

D. Uber and/or its Affiliates shall collect, use and process Personal Data in accordance with Uber's Privacy Notice, currently available at https://privacy.uber.com/policy. In the event that Personal Data will be shared as part of this Agreement, the Data Processing Agreement (controller to controller) attached as Addendum A of the Supplemental Terms shall apply.

E. By making use of any Method, Merchant shall be deemed to agree to the Specific Supplemental Terms for such Method(s), in addition to the terms of these Order Form Terms, the Definitions and the General Supplemental Terms. If Merchant has not made use of a Method, the Specific Supplemental Terms for that Method will not apply to Merchant.

III. Representations and Warranties; Indemnities; Limits of Liability.

A. By accepting the Order Form Terms, Merchant represents and warrants that: (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement; (iv) it will comply with all Applicable Laws in its performance of this Agreement; and (v) the content, media and other materials used or provided as part of this Agreement shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party. Merchant will ensure that (i) all nutritional and allergen information that is made available through the Uber Eats App is, and at all times will remain, accurate and compliant with all Applicable Laws and (ii) the individual clicking to accept terms through the Dashboards is authorised by Merchant to bind, and does hereby bind, Merchant to such terms. Merchant will ensure that all food law requirements are fulfilled, in particular regarding allergens and/or origin of products of animal origin to the extent required by Applicable Laws.

B. The indemnification obligations set out in clause 12 of the General Supplemental Terms will apply to both Merchant and Uber.

C. Except for a party’s indemnification obligations or a breach of confidentiality obligations as set out in the General Supplemental Terms: (i) in no event shall either party be liable for any claim for indirect or consequential damages of any kind, including loss of business profits, or damages for loss of business of Merchant or any third party arising out of this Agreement, or loss or inaccuracy of data of any kind, or loss of or damage to goodwill, whether based on contract, tort or any other legal theory, even if such party has been advised of the possibility of such damages; and (ii) each party’s total cumulative liability of each and every kind under this Agreement shall not exceed $100,000 or equivalent local currency. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.

IV. Term and Termination.

This Agreement will commence on date Merchant accepts the Order Form Terms (the "Effective Date") and, unless earlier terminated as provided below, will continue for a period of one (1) year from the Effective Date ("Initial Term") and will automatically renew for successive one (1) year periods (each, a "Renewal Term" and together with the Initial Term, the "Term"). Either party may terminate this Agreement in the event of a material breach by the other party if the breach is not cured by the such party within fifteen (15) days’ written notice thereof by the non-breaching party. Either party may terminate this Agreement in its entirety at any time without cause by giving thirty (30) days’ prior written notice of termination to the other party. Merchant may terminate this Agreement in its entirety by giving fifteen (15) days’ prior written notice if it objects to a change in the Supplemental Terms in accordance with Clause II. B of the Order Form. In addition, Uber may suspend this Agreement with immediate effect if Uber deems it is reasonably necessary to do so, including in the event of a breach of the Community Guidelines (including, but not limited to, failing to provide a safe environment for couriers, failing to respect allergen information given by a customer, or a sustained failure to meet minimum quality standards), a breach of any Applicable Laws, or any other event which Uber reasonably considers may affect your ability to perform this Agreement or prejudice the goodwill of Uber and its Affiliates. Before exercising any of the rights described in this clause, Uber shall notify you by email or any other durable medium prior to or at the time of the suspension or restriction taking effect. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement, including but not limited to clause III of this Order Form and all payment obligations, will survive the termination of this Agreement.

V. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of laws provisions.

VI. Dispute Resolution.

Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or relating to this Agreement, including but not limited to those relating to its validity, its construction or its enforceability, shall be first mandatorily submitted to settlement proceedings under the International Chamber of Commerce Amicable Dispute Resolution Rules (“ICC ADR Rules”). If such dispute has not been settled within 60 days after a request for Amicable Dispute Resolution has been submitted under the ICC ADR Rules, such dispute shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules' Emergency Arbitrator provisions are excluded. The dispute shall be resolved by one arbitrator to be appointed in accordance with the ICC Rules. The place of arbitration shall be Amsterdam, Netherlands.

VII. Notices.

Any notice to Uber should be provided to Uber Portier B.V., Attn: Legal, Burgerweeshuispad 301, 1076 HR, Amsterdam, the Netherlands (legal-contracts-bv@uber.com). Notices to Merchant should be sent to the email address provided by Merchant at signup.

VIII. Dashboards.

Merchant may appoint one or more authorized Merchant Representatives to act on behalf of Merchant and use the dashboards made available by Uber to Merchant in connection with the use of the Uber Eats Services and Uber Tools including “restaurant manager” and “restaurant dashboard” (collectively, the “Dashboards”). Merchant agrees to (a) maintain all Dashboard login credentials in confidence and (b) only permit an authorised Representative to access the Dashboard. Merchant shall be responsible for all activity that occurs under its Dashboard login credentials.