Uber Vouchers Product Addendum to the Uber for Business General Terms and Conditions - Australia

The company identified within this sign-up page (“Company”) hereby accepts and agrees to this Uber Vouchers Product Addendum (“Product Addendum”) to the Uber for Business General Terms and Conditions (“General Terms”) which constitutes a legally binding agreement by and between Company and Uber Pacific Pty Ltd, an Australian company registered in New South Wales (ABN 96 622 366 116), registered at PKF Lawler Sydney, Level 8, 1 O’Connell Street, Sydney NSW 2000, Australia (“Uber”). Capitalised terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the General Terms. In the event of any conflict between the terms of the General Terms and this Product Addendum, the terms of this Product Addendum shall govern. This Product Addendum sets forth the terms under which Company may utilise the Dashboard to create Uber Vouchers. Company’s use of Uber Vouchers is subject to this Product Addendum, as may be modified or updated as set forth in section 12.10 (‘Modifications’) of the General Terms.

1. Definitions.

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

"Active Account" means an Uber account in which the owner of the account has: (i) installed the Uber App, or Uber Eats App, as applicable, on a compatible mobile device, (ii) registered for and maintained during the Term an active personal user account for the Uber Service, which registration requires the entry of certain personally identifiable information and a personal credit or debit card number, and (iii) confirmed the mobile number provided during the Uber App registration process.

“Authorised User” means an individual that is authorised by Company to receive one or more Uber Vouchers.

“Program” means an event or series of events for which Company wants to provide Authorised Users with an Uber Voucher to use in connection with the Uber Service.

“Redemption Value” shall mean the maximum amount for which any single Uber Voucher may be utilised by an Authorised User to receive a full or partial payment for User Charges pursuant to this Product Addendum.

“Uber Voucher” means a promotional code generated by Company that, when validly applied, allows an individual with an Active Account to receive a partial or full payment by Company for User Charges up to the amount of the applicable Uber Voucher, subject to: (i) any utilisation requirements and limitations established by Company, (ii) the terms of this Product Addendum, and (iii) other restrictions and limitations as Uber may reasonably determine from time to time that are generally applicable to all such codes generated by Uber or its Affiliate, and that are notified to Company.

“Utilisation Amount” means the exact monetary amount of an Uber Voucher an Authorised User utilised for User Charges.

2. Fees and Payments.

2.1. Utilisation Amount. Unless otherwise agreed with Uber, Uber Vouchers are only available for a Company that participates in (i) Monthly Billing, or (ii) batched billing, in which Uber will charge Company’s payment method for Utilisation Amounts that have accrued during a certain period (e.g., daily, weekly, or another period shorter than a month) (“Batched Billing”). If the total cost of a ride or order booked by an Authorised User using an Uber Voucher via their Active Account exceeds the Redemption Value of the applicable Uber Voucher, the balance shall be charged to such Authorised User’s payment method on file in their Active Account.

2.2. Billing. Pursuant to section 5 of the General Terms, Uber may, in its sole discretion, elect to qualify Company to participate in (i) Monthly Billing, or (ii) Batched Billing.

2.3. Monthly Statements. If Uber determines that Company qualifies to participate in Monthly Billing or Batched Billing, Uber shall issue Monthly Statements to the Company, reflecting the Utilisation Amount of each Uber Voucher for such month in accordance with section 5 of the General Terms. Company will pay such amounts in accordance with section 5 of the General Terms and this Product Addendum.

2.4. Account Suspension. Uber reserves the right to immediately suspend Company’s Corporate Account and suspend any or all access to Uber Vouchers by Authorised Users in the event of any unpaid Utilisation Amount by Company due on any past Monthly Statements or Batched Billings. Uber may also deactivate or suspend use of Uber Vouchers at any time during the Term if Company contravenes an obligation in this Product Addendum, or Uber has a reasonable basis to believe that: (a) Company is unable to comply with its obligations under this Product Addendum; or (b) continued use of Uber Vouchers will: (i) result in harm to Uber’s or its Affiliates’ brand or reputation; (ii) expose Uber, its Affiliates or their respective subcontractors, or independent third party providers connected to the Uber Service to security or safety risks; or (iii) otherwise result in financial loss to Uber or its Affiliates. Company will be notified of any such deactivation or suspension via the Dashboard and/or email. Uber further reserves the right to pursue any and all remedies available to it under applicable law, including, but not limited to, reporting Company to applicable credit reporting agencies, in the event of any unpaid Utilisation Amount hereunder. Reestablishing a deactivated or suspended Corporate Account after Company’s full payment of late Utilisation Amounts shall be at Uber’s sole discretion (acting reasonably).

3. Access to Dashboard.

3.1. Account Administration and Company Dashboard. Company shall be responsible for all activity that occurs under all Programs and Uber Vouchers created through the Dashboard.

3.2. Authorised User Updates. It is Company’s sole responsibility to keep and maintain an accurate list of current Authorised Users to receive and utilise Uber Vouchers.

4. Uber Vouchers.

4.1. Creating Programs and Uber Vouchers; Limitations

4.1.1. Company may create Programs within the Dashboard, which will generate Uber Vouchers for Company to distribute to Authorised Users. Company may only run such Programs in the countries where Uber Vouchers are made available to Company. Company acknowledges and agrees that it is responsible for all marketing, promotion, and advertising of the Programs, including but not limited to ensuring that such marketing, promotion, and advertising is in compliance with all applicable laws, rules, regulations and ordinances and that it does not harm the goodwill or reputation of Uber or its Affiliates.

4.1.2. Company can choose to either create a Program with: (a) one single Uber Voucher to distribute to all Authorised Users (a "Single Code"); or (b) individualised Uber Vouchers that Company can distribute to each Authorised User, which are limited to one code per person, and can only be used by the first person who redeems the code (each an “Individualised Code”). Company acknowledges and agrees that Single Codes and Individualised Codes may not be used as intended if an Authorised User shares the code with a non-Authorised User, that Uber has no way to prevent such sharing or non-intended use, and that all of Company’s obligations under this Product Addendum apply no matter who redeems a code under this Product Addendum.

4.1.2.1. Single Codes. For any Program that utilises a Single Code, Company may limit the number of times such code can be used; provided, however, Company must clearly and conspicuously disclose to each Authorised User (a) that use of the code is not guaranteed, and (b) the terms and conditions of each Single Code. Company acknowledges and agrees that: (1) a Single Code may be used by consumers (including non-Authorised Users) Company did not intend to target, but Company will be financially responsible for the number of times the Single Code is used to access Uber Services; and (2) for any individual that tries to access a Single Code after the usage limitations have been met, Uber or Uber’s Affiliate will direct such individual to contact Company about such matter. Company acknowledges and agrees that in no event will Uber be liable to (i) Authorised Users who were targeted to receive such Uber Voucher but were not able to use the Single Code, unless and to the extent directly caused or contributed to by Uber, its Affiliates or their respective employees or agents, or (ii) Company for Uber’s non-fulfillment of the Uber Voucher as a result of usage limitations set by Company.

4.1.2.2. Individualised Codes. For any Program that utilises Individualised Codes, it is Company’s responsibility to correctly deliver such codes to Authorised Users and to clearly and conspicuously disclose the terms and conditions of each Individualised Code to each Authorised User. Company acknowledges and agrees that for any individual that tries to access an Individualised Code after such code has expired, Uber will direct such individual to contact Company about such expired Individualised Code. Company acknowledges and agrees that in no event will Uber be liable to (a) Authorised Users who were targeted to receive such Uber Voucher but were not able to use the Individualised Code, unless and to the extent directly caused or contributed to by Uber, its Affiliates or their respective employees or agents, or (b) Company for Uber’s non-fulfillment of the Uber Voucher as a result of usage limitations set by Company.

4.1.3. Uber Delivered Vouchers. In addition to creating Programs under this Product Addendum, and if this option is made available by Uber, Company may choose to create an Uber Voucher for a specific Authorised User by requesting that Uber deliver such Uber Voucher to the Authorised User via short message service (“SMS”) or by another agreed upon delivery method (each an "Uber Delivered Voucher"). Prior to creating an Uber Delivered Voucher, Company shall obtain consent from the Authorised User, or rely on another appropriate legal basis for sharing such Personal Data, and submit to Uber the following information with respect to such Authorised User: (a) first and last name; and (b) active telephone number (collectively, “Authorised User Data”). Company shall ensure that any Authorised User Data Company provides to Uber is accurate and complete, and Uber shall not be liable to Company, any Authorised User, or any other party with respect to inaccurate or incomplete data supplied by Company, or if Company failed to comply with the abovementioned requirements for transferring the Personal Data to Uber.

4.2. Uber Voucher Limitations. Company shall ensure the maximum aggregate Redemption Value of Uber Vouchers that Company has outstanding at any given time during the Term shall not exceed the amount approved by Uber for Company’s Monthly Billing, unless Uber agrees in writing to allow Company to distribute a different amount of Uber Vouchers. Company must ensure that each Uber Voucher it creates: (i) expires no later than twelve months following the date on which the Company created the Uber Voucher; (ii) has a minimum Redemption Value for each country for which an Uber Voucher was ordered as specified in the Dashboard; (iii) is valid for redemption in areas where Uber Vouchers are available until such Uber Voucher expires; and (iv) is feasibly usable for the Authorised User receiving such Uber Voucher (e.g., an Authorised User located in Perth should not receive a code that is only valid in Sydney).

4.3. Restrictions of Use. Company cannot use Uber Vouchers with any third party promotion, agreement, relationship, marketing event, partnership, or any other third party use case without Uber’s prior written consent which may be withheld for a legitimate business, legal or regulatory reason but will not be unreasonably withheld or delayed. Company agrees it will not apply, or allow to be applied, the Uber Voucher to an Authorised User account without first disclosing all of the disclaimers as obligated herein.

4.4. Modification or Cancellation of Uber Vouchers. After a Program is created, Company may only: (a) update a Program to make the restrictions and/or value more permissive if the Uber Voucher has not yet been distributed to Authorised Users; or (b) cancel a Program in its entirety, in which case Company shall immediately notify all Authorised Users they distributed an Uber Voucher to that such Program is cancelled, and that Company, and not Uber, made the decision to do so. Such notification shall be subject to Uber’s prior written approval, not to be unreasonably withheld or delayed. Company acknowledges and agrees that if Company modifies or cancels a Program: (1) Company remains financially responsible to Authorised Users who received an Uber Voucher from Company, whether or not the Authorised User used such Uber Voucher before Company modified or cancelled the Program; and (2) if an individual is unable to use an Uber Voucher for a modified or cancelled Program, Uber or its Affiliate will direct such individual to contact Company about any modification or cancellation issues. Company acknowledges and agrees that, to the extent allowed by applicable law, in no event will Uber be liable to: (i) Authorised Users who received such Uber Voucher, but were not able to use the Uber Voucher following Company’s modifications to or cancellation of the Program by Company; or (ii) Company for Uber’s non-fulfillment of the Uber Voucher as a result of modifications to or cancellation of the Program by Company.

4.5. Marketing and Messaging Related to Uber Vouchers

4.5.1. Marketing Guidelines. At all times during the Term, Company shall follow the marketing guidelines set out in Exhibit 1 of this Product Addendum ("Marketing Guidelines") for Programs, which Uber may update from time to time in accordance with section 12.10 (‘Modifications’) of the General Terms. It is Company’s responsibility to ensure that it has checked the current Marketing Guidelines each time it delivers or distributes an Uber Voucher.

4.5.2. Delivery of Uber Vouchers to Authorised Users. In the event Company is delivering Uber Vouchers to Authorised Users, Company will receive Uber Vouchers in the form of code links that Company may deliver to Authorised Users via email or other communication channels in accordance with applicable laws, including the Spam Act 2003 (Cth). Company shall ensure that it is the sole sender of the message for the purposes of applicable data privacy, marketing and/or consumer laws, regulations or guidelines and that Uber does not appear as the sender of such message. Company shall not deliver or attempt to deliver any Uber Vouchers through a public-facing or accessible website/page or social media.

4.5.3. Pre-Approved Email Templates. Company may use any of the below pre-approved email templates for relevant Programs, so long as Company uses the terms in this section.

[#]% off up to [#] rides and/or orders: "Get [#]% off up to [#] rides on the Uber App or orders on the Uber Eats app (up to [CURRENCY][#] off per ride or order) with Uber Voucher code [INSERT LINK]. Terms apply.*"

Up to [CURRENCY][#] off [#] rides and/or orders. “Get up to [CURRENCY][#] off [#] rides on the Uber App or orders on the Uber Eats app with Uber Voucher code [INSERT LINK]. Terms apply.*”

[#]% off up to [#] [rides/orders]: "Get [#]% off up to [#] [rides/orders] (up to [CURRENCY][#] off per [ride/order]), with Uber Voucher code [INSERT LINK]. Terms apply.*"

Up to [CURRENCY][#] off [#] [rides/orders]: "Get up to [CURRENCY][#] off [#] [rides to or from [location] using the Uber App/orders using the Uber Eats App] with Uber Voucher code [INSERT LINK]. Terms apply.*"

Terms for Single Codes: *Limited availability. No cash value. One time use only. Maximum amount off of [CURRENCY][#] per redemption. Maximum of [#] [rides/orders] per account. To redeem Voucher, Uber Voucher code [INSERT LINK] must be applied to the Wallet section of the [Uber App/Uber Eats App] prior to requesting a service. Uber Voucher valid [DATE], [TIME], through [DATE], [TIME] [or, if applicable: Uber Voucher valid between [TIME] and [TIME] on [DATE]]. Uber Voucher expires [DATE] at [TIME]. Uber Voucher is only valid for [rides/orders] placed using the [Uber App/Uber Eats App]. Taxes and other fees will be covered provided that the value of the Uber Voucher is greater than the total [ride/order] amount. Valid in [COUNTRY/STATE] where [Uber/Uber Eats] is available. Cannot be combined with another Uber Voucher. Offer is non-transferable, subject to change or cancellation. Issues involving redemption and/or use of the Uber Voucher code should be directed to [YOUR COMPANY NAME] at [INSERT YOUR COMPANY CONTACT INFO].

Terms for Individualised Codes: Company must add the following language to the beginning of the Terms for Single Codes above for any Program that involves Individualised Codes: “Limited to one Uber Voucher code per person. Can only be used by the first person who redeems the Uber Voucher code.”

4.5.4. Uber Vouchers Disclaimer. Company shall ensure that any delivery or distribution by Company of an Uber Voucher to an Authorised User, or any communication related thereto, shall include a prominent disclaimer notifying the Authorised User that such Uber Voucher: (a) may only be redeemed for specific types of services requested via the Uber App or Uber Eats App, as applicable; (b) is subject to a specific, defined expiration date; (c) is subject to specific, defined geographic restrictions; (d) is subject to a specific, defined maximum Redemption Value; (e) cannot be redeemed for goods or services outside of the Uber App or Uber Eats App, as applicable; (f) once redeemed by an Authorised User, Uber Voucher value is not transferable to other Uber or Uber Eats accounts, users or products; (g) Authorised User and Company will not receive any value or credit for any unused portions of Uber Voucher; and (h) has no cash value and may not be redeemed for cash, except as required by law. The ‘Terms for Single Codes’ and ‘Terms for Individualised Codes’ in section 4.5.3 are pre-approved disclaimers for Single Codes and Individualised Codes respectively. Company shall ensure that any delivery or distribution by Company of an Uber Voucher to an Authorised User, or any communication related thereto, complies with all applicable laws.

4.6. Uber Account Required

4.6.1. Active Account Required. Company acknowledges and agrees that before an individual can utilise an Uber Voucher pursuant to this Product Addendum, such proposed Authorised User must have an Active Account to activate such Uber Voucher.

4.6.2. Violations. Company acknowledges that certain proposed Authorised Users may be suspended or banned from use of the Uber Service due to future or past violations of the End User Terms or Community Guidelines, as may be updated by Uber or Uber’s Affiliates from time to time, ("Violations"), and that, in the event of a Violation, Uber shall have no obligation or liability to provide any such proposed Authorised User access to any Uber Vouchers. In the event that an Authorised User’s Active Account is suspended or terminated pursuant to the End User Terms, such Authorised User’s access to Uber Vouchers shall also be immediately suspended.

4.6.3. Restrictions. Company agrees to use the Corporate Account, and Uber Vouchers, solely as set forth in the Agreement. Company shall not, and shall not authorise others to: (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Uber Vouchers, Uber Service, Uber Eats App or Uber App, except to the extent allowed by applicable law; (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Uber Service, Uber Eats App, or Uber App to any unaffiliated third party; (c) modify or alter any Uber Voucher as created pursuant to this Product Addendum; or (d) impose any additional fees or charges on an Authorised User related to use of the Uber Vouchers. Uber reserves all rights not expressly granted to Company or Authorised Users under this Product Addendum.

5. Uber Voucher Usage.

5.1. No commercial use. Uber Vouchers may be used for personal purposes by the recipient of any such Uber Voucher only, and may not be resold or used in connection with any marketing, advertising, promotional or other commercial activities, including, without limitation, via websites, internet advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, radio and television broadcasts, or otherwise.

5.2. Misuse. Company will remain responsible for payment of Utilisation Amounts relating to Uber Vouchers that are lost, stolen, or misused, unless otherwise required by law.

5.3. Account suspension. Uber reserves the right to close or suspend Company’s, or any Authorised User’s, account, adjust balances and/or request alternative forms of payment from Company for Utilisation Amounts, if Uber determines in its sole discretion (acting reasonably) that an Uber Voucher has been fraudulently obtained or used. Uber will provide written notice via the Dashboard and/or email to Company or the Authorised User (as applicable) of any such action taken.

5.4. Cessation of Uber Vouchers. Uber may cease offering the Uber Vouchers program at any time for any legitimate business, legal, or regulatory reason upon five (5) days’ advance written notice to Company.

6. Intellectual Property.

6.1. Use of the Uber Trademark. Uber or its Affiliate grants to Company, solely during the Term and solely in the territories where both parties operate, a limited, non-exclusive, non-transferable, non-assignable right to use and display the ‘Uber’ or ‘Uber Eats’ word marks (“Uber Trademark”) for no fee for the sole purpose of describing, distributing and offering Uber Vouchers in any communications with Authorised Users. Company will not otherwise use or modify the Uber Trademark without Uber’s prior written consent. All goodwill related to Company’s use of the Uber Trademark shall inure solely to the benefit of Uber or its Affiliate. The Uber Trademark will at all times remain the exclusive property of Uber or its Affiliate. Except as expressly set forth herein, neither Uber nor its Affiliates grant Company any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Uber and its Affiliates. Company’s use of the Uber Trademark shall comply with the Uber Trademark Usage Guidelines available at https://developer.uber.com/docs/riders/guides/design-guidelines, as may be amended from time to time by Uber in its sole discretion (“Design Guidelines”). Uber reserves the right to immediately suspend Company’s Corporate Account and suspend any or all access to Uber Vouchers by Authorised Users in the event Uber, in its sole discretion (acting reasonably), determines at any time during the Term that Company has breached any of its obligations with respect to the Uber Trademark.

6.2. Inspection of Records. During the Term of the Product Addendum, Uber may request in writing that Company provide Uber all of Company’s relevant records, marketing materials, and communications (including but not limited to, email and SMS that Company, any of its Affiliates, or any other third party sent to Authorised Users in connection with an Uber Voucher) that include the Uber Trademark (collectively, the "Records"). Company shall provide the Records to Uber within thirty (30) calendar days of Uber’s request for such documents. In the event Uber, in its sole discretion, reasonably determines Company has not met its obligations with respect to the Uber Trademark as set forth in this Product Addendum, then Uber may terminate this Product Addendum and take any additional measures afforded to it by law or under the Agreement. Company shall preserve, and shall cause all of its Affiliates to preserve, all of the aforesaid documents for a period of at least two (2) years from the termination or expiration of this Product Addendum.

6.3. No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS PRODUCT ADDENDUM. Any development activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between Uber and Company prior to the commencement of any such activities.

7. Warranties. 

7.1. Warranties. In addition to the warranties set forth in the General Terms, Company represents and warrants that: (a) it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its origin; (b) it shall comply with all applicable laws and regulations applicable to the performance of its obligations hereunder; (c) Company Marks as provided by Company pursuant to this Product Addendum and used in accordance herewith will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party; (d) as it relates to Company’s activities involving the Uber Vouchers, including but not limited to the Programs, and the marketing, promotion and any other form of communications regarding the Uber Vouchers, Company will comply with the Design Guidelines and Marketing Guidelines and all applicable laws (including, without limitation, any applicable data privacy and/or consumer regulation or guidelines); (e) Company is responsible for the full cost of all Uber Vouchers used, whether Single Codes or, Individualised Codes, or Uber Delivered Vouchers, and whether or not used as intended by Authorised Users or others; (f) if Company modifies or cancels a Program, Company remains responsible for the full cost of all Uber Vouchers distributed, whether or not used by Authorised Users; and (g) Company will comply with Uber’s Community Guidelines and any other applicable terms and policies that may be communicated by Uber to Company. Company further represents and warrants that Company has obtained rights, permission, and where necessary legally adequate consent from Authorised Users: (a) to transfer their Personal Data to Uber, (b) to receive marketing messages and other communications from Uber in connection with Uber Vouchers and the Uber Service, and (c) for Uber to provide Company with detailed transaction information, including order and/or ride status, for any orders and/or rides placed by Authorised Users using the Uber Voucher created by Company.

7.2. Limitation of liability. Damages arising from Company’s breach of this ‘Warranties’ section shall not be subject to the limits of liability set forth in section 11 of the General Terms.

8. Privacy.

8.1. Roles of Parties. Company will provide Authorised User Data to Uber, for the provision of the services as described in this Product Addendum and the General Terms.

8.2. Lawfulness. Company agrees to inform, and have an applicable legal basis to Process Personal Data, and, where necessary, obtain consent from each Authorised User to: (i) provide Authorised User Data to Uber; (ii) for Uber to provide Company with detailed information on, and real-time ride or order status of, the rides or orders charged to Company's Corporate Account; and (iii) to receive SMS and emails from Uber, and for Uber to otherwise contact each Authorised User for the purpose of providing the Uber Service or to provide any communications pursuant to the Agreement.

8.3. Data Restrictions. Uber shall process the Authorised User Data solely for the purposes described in the Agreement.

9. Indemnification.

9.1. Indemnity. Company will indemnify, defend and hold harmless Uber, its Affiliates and their respective directors, officers, employees, agents, successors and assigns against any and all claims, damages, losses and expenses (including reasonable outside attorney’s fees) with respect to any third party claim arising out of or related to: (a) the Programs and Company’s use and distribution of the Uber Vouchers including but not limited to Company’s marketing, advertising, promoting, communicating or delivering the Uber Vouchers to Authorised Users in any manner in any media; or (b) Company’s failure to comply with the requirements set forth under section 8.2 (“Losses”). For the purposes of clarity and avoidance of doubt, this means that in the event that Authorised Users are unable to redeem their Single Codes or Individualised Codes because the funds attributable to such Codes have already been used, Company shall indemnify Uber for any claims made by such Authorised Users. Company's liability under this section shall be reduced proportionately if, and to the extent that, Uber, its Affiliates, or their respective employees or agents directly caused or contributed to any such Losses.

9.2. Claims. Uber shall provide prompt notice to Company of any potential claim subject to indemnification hereunder. Company will assume the defence of the claim through counsel designated by it and reasonably acceptable to Uber. Company will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of Uber, which will not be unreasonably withheld. Uber will reasonably cooperate with Company in the defence of a claim, at Company’s expense.

10. General.

10.1. Affiliates. The parties hereby acknowledge and agree that Company and each of its Affiliates may utilise the same Dashboard and the services included under this Product Addendum upon execution of this Product Addendum and, to the extent Company’s Affiliate incurs any Utilisation Amount, Uber may, upon Company’s direction and approval, bill for and receive payment of such Utilisation Amount directly from such Affiliate, provided, however, Company shall continue to bear financial responsibility for all payments due to Uber.

10.2. Survival. Accrued and outstanding payment obligations and sections 5-10 shall survive the expiration or termination of the Product Addendum.

Exhibit 1 - Marketing Guidelines

1. Follow the Uber Design Guidelines.

2. Be clear about what the Authorised User is going to receive.

2.1. Do not use the word ‘free’ to characterise the benefit unless the entire cost of the ride or order including fees is covered by the Uber Voucher.

2.2. If there are any time or distance limitations make sure you disclose those upfront in the marketing of the Uber Voucher.

2.3. If the Uber Voucher only covers a portion of the ride or order and other applicable fees, make sure you are clear what that portion is and that the Authorised User will have to pay for any remaining cost.

3. Company may use the pre-approved email templates for relevant Programs, so long as Company uses the Terms in section 4.5.3.

4. Company must disclose all of the disclaimers as obligated herein.