Terms and Conditions - UBER B.V. (Terms)

1. Acceptance of Membership in the Collaboration Club

By accepting these Terms and Conditions, you expressly acknowledge and agree to apply for and become a Member of the Collaboration Club (the “Club”), a private and closed membership association.

Membership in the Club is a mandatory condition for all users in order to access and use the technological platform operated by Uber B.V. (the “Platform”) and to enter into these Terms and Conditions.

The Club’s By Laws are available at the following link, and you hereby confirm that you have read, understood, and expressly accepted them, as amended from time to time. You further acknowledge and agree that the Club’s By Laws may be modified at any time in accordance with their terms, and that continued access to the Platform or continued participation in the Club-related activities following such modification constitutes acceptance of the amended By Laws.

While all users of the Platform are Members of the Club, you expressly acknowledge that participation in private peer-to-peer (“P2P”) activities among Members is voluntary and subject to the applicable conditions, and availability of such functionalities. Access to or use of other services that may be made available through the Platform, including transportation services provided by duly licensed or authorized third-party providers (Taxi), does not obligate you to participate in P2P activities, notwithstanding your status as a Club Member.

Once your application for Club membership has been approved by the Constituent Member in accordance with the Club’s By Laws, your access to and use of the Platform shall constitute your express consent to be bound by these Terms and Conditions and by the Club’s By Laws. All references in these Terms to “Members” refer to users who have been admitted to the Collaboration Club in accordance with its By Laws.

2. Contractual relationship

These Terms of use regulate your access and/or use, within the territory where you are located, of applications, web pages, content, products and services (“Services”) made available by Uber B.V., a limited liability company incorporated in the Netherlands, with registered office at Burgerweeshuispad 301, 1076, Amsterdam, the Netherlands, or any of its subsidiaries and/or affiliates, if applicable (“Uber”).

By accepting these Terms, you agree to be legally bound by them and acknowledge that they establish a contractual relationship between you and Uber. By accepting these Terms, you also agree to Uber's Community Guidelines. If you do not accept these Terms, you may not access and/or use the Services.

Uber may immediately terminate these Terms or cease to offer or deny access to all or any part of the Services, in whole or in part, at any time and for any reason, which will be notified to you in advance, provided that this does not affect any validly acquired rights of yours.

Additional terms may apply to these Terms in connection with various promotional activities or benefits on the Services (“Supplementary Conditions”). These Supplementary Terms will be communicated and notified to you in advance for your acceptance, and you retain the right to refuse to participate in them at all times. The Supplementary Terms are complementary to the Terms and will prevail over them in the event of a conflict.

Uber may modify the Terms and Supplemental Terms applicable to the Services at any time and in its sole discretion, upon prior notice through the Application and/or by email. Modifications will be effective upon posting. To the extent not contrary to applicable law, your continued access and/or use of the Services following such posting or communication of modifications constitutes your consent to be bound by the modified Terms and/or Supplemental Terms.

3. The Services

The Services consist of making available to Members a technology platform through which, via Uber mobile applications or web pages (each, a "Application”) they may organize and plan self-supply of mobility needs and/or logistics services with other Members of the Club, as well as, purchase and delivery of goods with Third Party Providers including, without limitation, merchants, wholesale and retail stores, restaurants, and third parties independent contractors (“Third Party Providers”), as available in the territory in which the Member is located. The Services are made available for your personal, non-commercial use only.

You acknowledge that Uber does not provide transportation, logistics, procurement, or delivery services, does not operate as a transportation company, and that Third Party Providers and Club Members are not employees, agents or representatives of Uber.

Further, in order to enhance your experience using the Services, you hereby request that Uber identify an alternative Member or Third-Party Provider, as applicable, who may be available to facilitate the requested self-supply of mobility needs, logistics services, or goods purchase and delivery, in the event that the Member or Third-Party Provider originally identified through the Application is not progressing toward the destination for such purpose.

You acknowledge that Club Members who facilitate the self-supply of mobility needs requested through the Application may offer carpooling or peer-to-peer (P2P) services, in accordance with the Club’s By Laws and the applicable rules governing such activities. For the avoidance of doubt, the Platform may also facilitate access to transportation services that are regulated under applicable law, including taxi services, which are provided exclusively by independent third-party providers holding the required licenses, permits, or authorizations. Such regulated transportation services do not constitute peer-to-peer (P2P) activities, are not governed by the Club’s By Laws, and are not based on the self-supply of mobility needs among Club Members

3.1 License

Subject to your compliance with these Terms, Uber grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Application on your personal device solely in connection with the Services; and (ii) access and use any content, information, and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Uber and its licensors.

3.2. Restrictions

You may not: (i) remove any copyright, trademark, or other proprietary notices from any part of the Services; (ii) reproduce, modify, prepare derivative works based on, distribute, license, lease, resell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Services, except as expressly permitted by Uber; (iii) decompile, reverse engineer, or disassemble the Services, except as permitted by applicable law; (iv) link, mirror, or frame any part of the Services; (v) cause or launch any programs or scripts that are intended to, or that unduly burden or inhibit the operation and/or functionality of any aspect of the Services; (vi) reverse engineer, cause or launch any programs or scripts, or even access the Services for the purpose of building or developing a similar product or Service that is directly competitive with those offered by Uber; or (vii) attempt to gain unauthorized access to or damage any aspect of the Services or their related systems or networks.

3.3 Provision of Services

The Services and/or other available options may be made available under various brands or ordering options through Uber's mobile applications or websites by or in connection with: (i) certain Uber subsidiaries or affiliates, where applicable; or (ii) independent third-party providers, including transportation network company drivers, charter holders, or holders of similar transportation permits, authorizations, or licenses.

3.4. Third-party services and content

The Services may be made available or accessible through third-party services and content (including advertising) that Uber does not provide or control. You acknowledge that different terms and privacy policies may apply to your use of such third-party services and content. Uber does not endorse such third-party services and content, and Uber is in no way responsible for any products or services of such third parties. Additionally, Apple Inc., Google, Inc., Microsoft Corporation, BlackBerry Limited, and other third parties offering similar products or services and/or their respective international subsidiaries or affiliates are third-party beneficiaries of this agreement if you access the Services using Applications developed for mobile devices running iOS, Android, or Microsoft Windows, respectively. These third-party beneficiaries are not parties to this agreement and are not responsible for providing or supporting the Services in any way. Your access to the Services using these devices is subject to the terms set forth in the terms of service of the applicable third-party beneficiaries.

3.5. Ownership

The Services and all rights therein are owned by Uber, its affiliates, or its licensors. Neither these Terms nor your use of the Services transfers or grants you any rights: (i) in or to the Services, except for the limited license granted above; or (ii) to use or reference in any manner any of Uber's or its licensors' company names, logos, product and service names, trademarks, or service marks.

4. Your Use of the Services

4.1. User accounts and personal data

In order to use most aspects of the Services, You must register for and maintain an active personal Services user account (“Account”). You may only have one Account. Except as otherwise expressly provided, to obtain an Account you must be at least 18 years of age or the legal age of majority in your jurisdiction. Account registration requires you to share certain personal information with Uber. You are responsible for all activity that occurs under your Account and agree to keep the information in your Account accurate, complete, up-to-date, and secure. Failure to do so may result in your inability to access and use the Services and in Uber's termination of these Terms.

Our collection and processing of personal data in connection with the Services is as set forth in Uber's Privacy Notice, available at https://www.uber.com/privacy/notice.

4.2. User Requirements and Conduct

Except through mechanisms and in cases where expressly stated otherwise, you may not authorize third parties to use your Account. Likewise, you may not allow persons under the age of 18 to receive transportation or logistics services from Third Party Providers, unless they are accompanied by you or unless they receive express authorization from you to use the Services, provided this option is enabled in your territory. You may not assign or otherwise transfer your Account to another person or entity. By accessing and using the Services, you agree to always act in good faith and reasonably (e.g., not misusing the Services after becoming aware of a manifest error), comply with all applicable laws, and may only use the Services for legitimate purposes (e.g., not to transport illegal or dangerous materials). In using the Services, you will not cause nuisance, inconvenience, inconvenience, or damage to property, Uber, the Third Party Provider, or any other party. You may be required to provide identification or other proof of identity to access or use the Services, and you agree that access to or use of the Services or delivery of certain products may be denied if you refuse to provide such identification or proof of identity, or if you are not present at the time of delivery. Where applicable, if delivery of the products is not possible, they will be returned to the Third Party Provider, which may incur an additional charge to you.

4.3. Text messages

By creating an Account, you agree that Uber may send you text messages directly or through authorized third-party messaging applications about the Services, as part of normal business activity for using the Services. You may opt out of receiving text messages/informational messages or those sent through authorized third-party messaging applications officially by Uber at any time at the following address: t.uber.com/suscripcion indicating that you no longer wish to receive such messages, along with the telephone number of the mobile device receiving the messages. You acknowledge that opting out of receiving text messages or messages sent through authorized third-party messaging applications may impact your use of the Services.

4.4. Promotional codes

Uber may, at its sole discretion, create promotional codes, subject to any additional terms and conditions that Uber may establish on a per promotional code basis (“Promotional Codes”). You agree that Promotional Codes: (i) must be used for the intended audience and purpose and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any way, or made available to the general public (whether posted to a public forum or otherwise), unless expressly authorized by Uber; (iii) may be invalidated by Uber at any time for any reason without liability to Uber; (iv) may be used only in accordance with the specific terms and conditions established by Uber for such Promotional Code; (v) are not redeemable for cash; and (vi) may expire before you use them. Uber reserves the right to deduct any credits or other items or benefits obtained through the use of Promotional Codes by you or any other user in the event that Uber determines or believes that the use or redemption of the Promotional Codes was fraudulent, unlawful, or in violation of the terms of the Promotional Code or these Terms.

4.5. Network and Device Access

You are responsible for obtaining the necessary data network access to use the Services. Third parties other than Uber may apply their mobile network data and messaging rates if you access or use the Services from a wireless device, and you are responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and the App. Uber does not guarantee that the Services, or any portion thereof, will function on any particular hardware or device.

5. Payment

You understand that your use of the Services may result in charges from: (i) your participation, as a Member of the Club, in collaborative peer-to-peer (“P2P”) activities for the self-supply of mobility needs with other Members through the Platform (“Collaboration Costs”); and/or (ii) services or goods you receive from Third-Party Providers, independent third parties, or, where applicable, other charges that apply for intermediary or other services you receive from Uber in your jurisdiction or from abroad, provided that such charges correspond to the service or good received by you (collectively, “Charges”).

The Charges may include other applicable fees, tolls, and/or surcharges, including application fees, municipal, state, or national/federal fees or charges, late fees, product return fees, airport surcharges, or split payment processing fees, among others that may apply, which will be communicated to you.

For the avoidance of doubt, Uber does not charge any fees for accessing the Application, but may act as a limited collection agent for amounts arising from Collaboration Costs and/or from services or goods provided by Third Party Providers, as applicable. The Charges displayed to you when you request and/or purchase goods or services through the Services may include retail prices charged by Third Party Providers, Collaboration Costs agreed among Members of the Club, and/or amounts paid to, owed to, or collected by Uber, depending on the nature of the service.

Where Charges are incurred on behalf of the Third Party Provider, the Third Party Provider shall, individually and separately, remit and collect any applicable taxes in your jurisdiction or abroad, as required by law. After you have received the relevant services or obtained the goods through your use of the Services, Uber, when acting as a limited collection agent, will facilitate payment of the applicable Charges and taxes on behalf of the Third Party Provider or Uber in your jurisdiction or abroad, as applicable. Payment made in such manner shall be deemed to be payment made directly by you to the Third Party Provider or Uber in your jurisdiction or abroad, as applicable.

The preparation, issuance, and delivery of invoices, receipts, tax vouchers or any other tax documentation related to the Services, Collaboration Costs or goods obtained through the use of the Services shall be the sole responsibility of the relevant Third Party Providers, or, where applicable, independent third parties, or Uber, as determined by the applicable law. This does not prevent Uber, in its capacity as limited collection agent, from directly or indirectly assisting in the invoicing process or providing you with access to the issued tax documentation, without implying any responsibility for the tax obligations of Third-Party Providers.

You agree to provide Uber or the Third Party Provider, as applicable, with all tax information required for the issuance of applicable tax documents, and you acknowledge that such documents may include personal information where required by law.

Any Charges paid by you shall be deemed to have occurred at the time payment is made directly to the relevant Third-Party Provider, to another Member of the Club (in the case of Collaboration Costs), or through Uber, as applicable. Charges are final and generally non-refundable, unless otherwise required by applicable law or determined by Uber.

This payment structure is intended, where applicable, to fully compensate the relevant Club Member for the Collaboration Costs incurred in connection with voluntary participation in the self-supply of mobility needs, or to compensate Third-Party Providers for goods or services provided. Uber does not provide any additional amounts beyond those described above.

You retain the right to agree to different Charges directly with a Third-Party Provider at the time you receive the relevant services or goods. Uber may review requests submitted through the Application to modify Charges for a particular service or good. After a Charge is made, Uber will make available a receipt (without tax value), which may be accessed through the Application, by email, or by other means at Uber’s discretion.

5.1. Price and Replacement of Products

If this option is available and when applicable for the purchase of goods, you understand that Third Party Providers independently and solely determine the prices for goods displayed through the Services. Therefore, these prices may differ from the prices offered or published by the Third Party Provider at a physical location operated by a Third Party Provider, and/or from prices available on other third party websites/mobile applications. You will pay the price displayed through the Services. Likewise, prices for products or menu items may vary depending on whether you choose to pick up your order or have it delivered, differences in the quantity, weight, or type of product, or in the event that products or menu items need to be substituted with another product or menu item (“Replacement Product”). In this last case, You may request a refund of the order, choose between the Replacement Products suggested by the Third Party Provider, or, if You do not decide on the two previous options, the Third Party Provider may select the Replacement Product that best suits the product selected by You through the Services, the price of which may be lower or higher than the product selected (“Best Replacement”). You may disable the Best Replacement option at any time within the preference settings of the Services. If you wish to cancel your request for Services, you must comply with the provisions set forth in the “Modification of Charges”.

5.2. Modification of Charges

Uber may establish, eliminate, and/or revise Charges for any or all services or goods obtained through the use of the Services. You further acknowledge and agree to pay applicable Fees, which, in certain geographic areas, may increase substantially during periods of high demand. Uber will use reasonable efforts to inform you of the Fees that may apply. Uber may, from time to time, provide certain users with promotional offers and discounts that may result in different amounts being charged for these or similar services or goods obtained through the use of the Services. Such promotional offers and discounts will be communicated to you directly and will not be extended to users who have not received a communication from Uber.

You may choose to cancel your request for services or goods from a Third Party Provider at any time prior to the arrival of that Third Party Provider, in which case you may be charged a cancellation fee.

Uber generally does not designate any portion of your Charge as a tip or gratuity to the Third Party Provider. Any representation by Uber (on the Uber website or in Uber marketing materials) that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that Uber provides any additional amounts, other than those described above, to the Third Party Provider. You understand and agree that, while you are free to provide an additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Services, you are under no obligation to do so. Gratuities are voluntary. After you receive goods or services obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about the Third Party Provider.

5.3. Repair, cleaning or forgotten item charges.

You will be responsible for the cost of repairing damage or making necessary cleaning of Third Party Provider vehicles and property resulting from the use of the Services on your Account that exceeds damage considered normal “wear and tear” and necessary general cleaning (“Repair or Cleaning”).

In the event a Third Party Provider reports the need for repair or cleaning, and such repair or cleaning is verified by Uber in its reasonable discretion, Uber reserves the right to facilitate payment for the reasonable cost of such repair or cleaning on behalf of the Third Party Provider using your payment method indicated in your Account. Such amounts, as well as any fees for the return of forgotten items, will be transferred by Uber to the applicable Third Party Provider and are non-refundable.

The amounts corresponding to the charges made to you for cleaning or returning forgotten items may be updated at any time at Uber's discretion. You acknowledge and agree that you will be solely responsible at all times, while using the Services, for the care and safekeeping of your personal belongings or those of any third party for whom you are responsible. The amounts corresponding to the charges made to you for returning forgotten items may be updated at any time by Uber, of which you will be informed.

5.4. Payment Methods

Account registration requires that you register at least one valid payment method with Uber. If you select “Cash” as a payment method, you may be required to provide a secondary payment method. In case you do not have sufficient amount of "Cash"available to complete payment of the Charges, the remaining balance will be charged to your secondary payment method.

If your primary Account payment method is determined to be expired, invalid, insufficient, or otherwise unavailable to collect payment from you, you agree that Uber, as the Third Party Provider's limited collection agent, may use a secondary payment method on your Account, if available, or collect the amount due the next time you use the Services.

If your selected payment method is declined for any reason, Uber may contact or notify you through the means available in the Application to indicate that a new payment method is required. Collection of Fees arising from your use of the Services may require verification of your registered payment method in accordance with the following link:https://help.uber.com/es/riders/article/retenciones-para-autorizaci%C3%B3n-temporales?nodeId=db569484-9dd4-4b4f-888d-ca217b40101d.

6. Disclaimers; Limitation of Liability; Indemnity.

6.1. Waiver

The Services are provided “as is” and “as available.” Uber disclaims all representations and warranties, express, implied, or statutory, not expressly set forth in these Terms, including implied warranties of merchantability and fitness for a particular purpose. Furthermore, Uber makes no representations or warranties regarding the reliability, timeliness, quality, suitability, or availability of the Services or any services or goods requested through the use of the Services, or that the Services will be uninterrupted or error-free. Uber does not guarantee the quality, suitability, safety, or ability of Third Party Providers.

You agree that all risk arising from your use of the Services and any services or goods requested in connection therewith shall be solely yours, to the fullest extent permitted by applicable law. You acknowledge and agree that in no event shall Uber be responsible for any obligations of you or any Third Party Providers under applicable tax laws.

6.2. Limitation of Liability

To the extent applicable law in your jurisdiction does not provide otherwise, Uber will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage, or any damages relating to, in connection with, or otherwise arising from any use of the Services, even if Uber has been advised of the possibility of such damages. Uber will not be liable for any damages, liabilities, or losses arising from: (i) your use of or reliance on the Services or your inability to access or use the Services; or (ii) any transaction or relationship between you and any third-party provider, even if Uber has been advised of the possibility of such damages. Uber will not be liable for delay or failure to perform resulting from causes beyond Uber's reasonable control.

You may use the Uber Services to request and schedule transportation, logistics, and goods procurement and delivery services with Third Party Providers, but you agree that Uber has no liability to you in connection with any transportation, goods procurement, and delivery or logistics services provided to you by Third Party Providers other than as expressly set forth in these Terms.

6.3. Indemnity.

You agree to indemnify and hold Uber and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees) arising from: (i) your use of the Services or any goods obtained through the use of the Services; (ii) your breach or violation of any of these Terms; (iii) Uber's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

7. Applicable Law; Arbitration.

Except as otherwise provided by the public policy rules in your jurisdiction, these Terms shall be governed by and construed exclusively in accordance with the laws of the Netherlands, excluding its conflict of law rules. The Vienna Convention on Contracts for the International Sale of Goods 1980 (CISG) shall not apply. Any dispute, conflict, claim or controversy of any kind whatsoever arising out of or substantially related to these Terms, including those relating to their validity, interpretation and enforceability (any "disputea”), must necessarily submit to mediation procedures under the Mediation Rules of the International Chamber of Commerce (“ICC Mediation Rules”). If such dispute is not resolved within sixty (60) days from the date on which the request for mediation is formalized under the ICC Mediation Rules, such dispute shall be referred to and settled exclusively and definitively by arbitration under the Arbitration Rules of the International Chamber of Commerce (“ICC Arbitration Rules”). The Expedited Process and Emergency Arbitrator provisions of the ICC Rules shall not apply. The dispute shall be settled by one (1) arbitrator appointed for that purpose under the ICC Rules. The place of both mediation and arbitration shall be Amsterdam, the Netherlands, without prejudice to any rights you may have under Article 18 of the Brussels I bis Regulation (OJ EU 2012 L351/1) and/or Article 6:236n of the Dutch Civil Code. The language of mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in your native language. The existence and content of the mediation and arbitration proceedings, including documents and reports submitted by the parties, correspondence from the ICC, correspondence of the mediator, and correspondence, orders, and awards issued by the sole arbitrator shall remain strictly confidential and shall not be disclosed to any third party without the express consent of in writing from the other party, unless: (i) disclosure to the third party is reasonably necessary to conduct the mediation or arbitration proceedings; and (ii) the third party unconditionally agrees in writing to be bound by the confidentiality obligations set forth herein.

8. Other provisions

8.1. Notifications

Uber may notify you by means of a general notice in the Application, by email to your email address in your Account, or by written communication sent to your address, as provided in your Account. You may notify Uber by written communication to Uber's address at Burgerweeshuispad 301, 1076, Amsterdam, the Netherlands.

8.2. General provisions

You may not assign or transfer these Terms, in whole or in part, without Uber's prior written consent. You consent to Uber assigning or transferring these Terms, in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Uber's capital, business, or assets; or (iii) a successor by merger.

There is no joint venture, partnership, employment, or agency relationship between You, Uber, or any Third Party Provider as a result of the contract between You and Uber or the use of the Services.

In the event of a breach by you of these Terms and/or the Community Guidelines, Uber may deny access to your account and/or the Services. Uber also reserves the right and all legal remedies available to it to investigate and prosecute any user who violates their obligations under these Terms, using any legal remedies available under applicable law.

If any provision of these Terms is deemed unlawful, void, or unenforceable, in whole or in part, under any law, that provision or part thereof shall be deemed not to form part of these Terms. The legality, validity, and enforceability of the remaining provisions of these Terms shall not be affected. In such event, the parties shall replace the unlawful, void, or unenforceable provision, in whole or in part, with a legal, valid, and enforceable provision that has, to the extent possible, a similar effect to that which the unlawful, void, or unenforceable provision had, given the terms and purpose of these Terms.

These Terms constitute the entire agreement and understanding between the parties relating to the subject matter hereof and supersede and replace all prior or contemporaneous agreements or understandings relating to such subject matter.

In these Terms, the words “including” and “include” mean “including, but not limited to. Uber reserves the right to share any information related to your use of the Site to any competent Authority that requires it or that Uber considers relevant.

8.3. User Generated Content

Uber may, in its sole discretion, permit you to submit, upload, post or otherwise make available to Uber through the Services textual, audio and/or visual content and information, including comments and feedback relating to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Generated Content”).

User Generated Content will be subject to the User Generated Content Policy available athttps://www.uber.com/legal/es/document/?name=user-generated-content-policycountry=