Uber Eats Sponsored Listing Terms

These Uber Eats Sponsored Listing Terms (“Sponsored Listing Terms”) are expressly incorporated into and made a part of your (“you”, or “Merchant”) Uber Eats Services Agreement (either an Order Form with General Supplemental Terms or a Master Framework Agreement, the “Merchant Agreement”) with Uber Portier Canada Inc. (“Portier”) and Uber Technologies, Inc. (“UTI”, together with Portier, “Uber”) and, together with the terms of the Merchant Agreement, shall constitute a separate, enforceable agreement between Uber and you. In the event of any conflict between these Sponsored Listing Terms and the Merchant Agreement, these Sponsored Listing Terms shall govern as applied to the subject matter herein. Subject to the foregoing, undefined, capitalized terms in these Sponsored Listing Terms will have the meaning set forth in the Merchant Agreement.

Together with the Merchant Agreement, these Sponsored Listing Terms govern the Merchant’s ability to Bid (as defined below) for the opportunity to obtain a Sponsored Listing (as defined below) on the Uber Eats mobile application (the “Uber Eats App”), website or other Uber platform (together, “Uber Platform”). Portier and its affiliates may create additional posted guidelines, rules, and terms and conditions applicable to a Sponsored Listing or Bid, which when posted will hereby be immediately incorporated by reference into these Sponsored Listing Terms.

By clicking the box to accept these terms, you are accepting and agree to be bound by these Sponsored Listing Terms at all times when using the Ads Manager (as defined below) to create Campaigns (as defined below), submit Bids (as defined below) and in with respect to all Sponsored Listings (as defined below) and Sponsored Listing Fees (as defined below).

If the individual accepting these Sponsored Listing Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Sponsored Listing Terms, in which case the term “Merchant” shall refer to such entity and its affiliates. If the individual accepting these Sponsored Listing Terms does not have such authority, or does not agree with these Sponsored Listing Terms, such individuals must not accept these Sponsored Listing Terms and may not submit Bids.

If the individual accepting these Sponsored Listing Terms is accepting on behalf of a franchisor or other similar legal entity, such individual represents that (1) they have the authority to bind such entity and its affiliates to these Sponsored Listing Terms and (2) they have the authority in their franchise or other operating documents to receive and/or review analytics, reporting or other ad related data as provided in Section 7.

1. Sponsored Listings.

Subject to the terms and conditions of the Merchant Agreement and any other guidelines or eligibility criteria for Sponsored Listings that Portier may make available from time to time, by providing you access to Portier or its affiliate(s)’s proprietary, automated, self-service sponsored listings tools (collectively, the “Ads Manager”), Portier authorizes you and your representatives, contractors, or any of your agents or other persons acting on your behalf (“Representatives”) to submit an offer for a Sponsored Listing (as defined below) on the Uber Platform (“Bid”), by creating a sponsored listing campaign that includes a recurring budget amount, Bid method (automatic or custom), Bid amount (if applicable), and the relevant Merchant locations (if applicable) (a “Campaign”). Only a winning Bid (a “Winning Bid”) will result in a sponsored listing being posted on the Uber Platform (a “Sponsored Listing”). Each Sponsored Listing will: (a) if and as may be determined by Portier in its sole discretion, include some indicator that the Sponsored Listing was purchased by you, such as by placing a “promoted” or “sponsored” tag visible on the Sponsored Listing; (b) be placed on the Uber Platform in a position determined by Portier, or, if applicable, as selected by you, if such option is available; and (c) be assembled and formatted using the Merchant Content (as defined below). For the purpose of clarity, a Sponsored Listing may be posted anytime after a Winning Bid is selected and will continue to be visible until either (i) the Campaign budget is exhausted, (ii) Portier removes the Sponsored Listing for any reason permitted by these Sponsored Listing Terms, or (iii) until you cancel the Campaign in accordance with Section 6.

2. Creating Campaigns.

Portier hereby authorizes you and your Representatives to create and manage Campaigns using the Ads Manager, provided that Portier may, in its sole discretion, limit (i) your access to the Ads Manager, (ii) the number of Campaigns, Bids or Sponsored Listings that you can create or run at a given time, and (iii) the availability of any or all of the Sponsored Listings (for example, to listings from certain categories or containing certain attributes).

a. Portier created Bids.

In addition to or supplemental to your access to the Ads Manager (as defined below), you agree that if you or a Representative requests that Portier create a Campaign, then, prior the creation of such Campaign or the submission of such Bid, you or your Representative, as applicable, will provide email authorization to Portier’s representative, outlining all relevant details of the Campaign, including the applicable Merchant locations, recurring budget, the type of Bid (automatic vs custom), the Bid amount (if relevant) and confirmation of the requestor’s authority to create the Campaign on your behalf.

b. Self-Serve Ads Manager.

Your ability and authorization to access the Ads Manager to create, edit, manage or cancel your Campaigns, Bids and Sponsored Listings is subject to such the Ads Manager functionality and technical capability. You agree to only use and access the Ads Manager within its functionality and technical capability, recognize that such tool is proprietary to Portier and will not circumvent or otherwise exploit the tool in any way that is not intended or outlined under these Sponsored Listing Terms.

c. Authorization of Spending.

Upon the creation of a Campaign, you agree that you will be obligated to spend the authorized budget amount. Portier will use commercially reasonable efforts to ensure that the Sponsored Listing Fees (as defined below) do not exceed the budget authorized by you in the Campaign. Notwithstanding the foregoing, you acknowledge that clicks may occur on Sponsored Listings after the budget has been exceeded and you will be responsible for any associated Sponsored Listing Fees (as defined below).

d. Content for Sponsored Listings.

The content included in the Sponsored Listing will be the Uber Eats Marketing Materials (as defined in the Merchant Agreement), Merchant Marketing Materials (as defined in the Merchant Agreement), or other videos, still images or materials used in connection with the display of Merchant’s Items on the Uber Eats App, in accordance with the Merchant Agreement and as determined by Portier (the “Merchant Content”). Portier will determine the size, placement, and positioning of your Sponsored Listings and you acknowledge that any Sponsored Listings shown to you for illustrative purposes, in preview or surfaced prior may be modified in Portier’s sole discretion.

3. Your Responsibilities.

You will be solely responsible for the Sponsored Listing Fees (as defined below), whether a Campaign was created or a Bid was submitted by you or another Representative. Notwithstanding anything to the contrary in the Merchant Agreement, you acknowledge and agree that you will not be able to terminate your relationship with Uber until the end of a Sponsored Listing, including by terminating the Merchant Agreement. You agree to validate and authorize all Representatives to create Campaigns and submit Bids prior to providing them with access to Ads Manager. You acknowledge that each Representative will have full control and authority to submit Bids on your behalf and you are solely responsible for your Representatives and their actions in connection with their use of the Ads Manager. You will ensure that your Representatives comply with all restrictions applicable to you under these Sponsored Listing Terms and all applicable third-party rights, laws, rules and regulations.

4. Portier Responsibilities.

Portier will use good faith efforts to provide you with reasonable information regarding your Sponsored Listing(s), which will include the amount you spent on Sponsored Listings and performance metrics. Subject to the functionality of the Ads Manager, Portier may, in its sole discretion, provide enhanced promotional placement or other visual treatment for the Sponsored Listings. Merchant acknowledges that the time period of the Sponsored Listing may vary due to a number of factors including Merchant’s budget as authorized in an applicable Campaign,any parameters set by Portier in its sole discretion and the Ads Manager functionality.

5. Fees.

You will be charged an amount based on the actual number of clicks on your Sponsored Listing at the rate determined for the applicable Winning Bid (“Sponsored Listing Fees”). The Sponsored Listing Fees are exclusive of applicable Sales Tax and you agree to pay the Sponsored Listing Fees and any Sales Tax. Portier may charge you for any feature or tool within the Ads Manager, or any products and/or services accessed through the Ads Manager, upon notice to you (e.g., via a user interface in the Ads Manager or Restaurant Manager).

a. Invoicing and Payment Schedule.

Unless you notify Portier otherwise, you agree that Portier may deduct the Sponsored Listing Fees and any applicable Sales Tax from any payment due to you, via a deduction from the remittance of Item Revenue collected on your behalf pursuant to your Merchant Agreement. Further, if the Sponsored Listing Fees and any applicable Sales Tax exceed the Item Revenue collected on your behalf, Portier may continue to deduct such Sponsored Listing Fees and any applicable Sales Tax from the subsequent collection of Item Revenues on your behalf, until such time when the Sponsored Listing Fees and any applicable Sales Tax are paid in full.

If you do not currently receive a remittance of Item Revenue (collected on each Merchant’s behalf) from Portier, provide 3 days notice to Portier (inclusive of the necessary billing details) and if approved by Portier, the Sponsored Listing Fees and any applicable Sales Tax shall be due and payable within thirty (30) days of your receipt of a proper invoice from Portier (or an affiliate on Portier’s behalf).

Subject to the foregoing, Portier reserves the right to set a maximum spend threshold or suspend your access to the Ads Manager until the Sponsored Listing Fees are paid in full. Portier reserves the right to offer credits and/or discounts in its sole discretion. Portier and affiliates further reserve the right to collect Sponsored Listing Fees by debiting the payment method or your bank account on record, or otherwise seeking reimbursement from you by any lawful collection methods available. Any disputes about Sponsored Listing Fees must be submitted to Portier in writing within 60 days of the date you incurred the charge in dispute, after such time you will be deemed to have waived your right to dispute the charge and such charge will be final and not subject to challenge.

b. Charged per Click.

The Sponsored Listing Fees you incur will be based on the actual number of clicks on your Sponsored Listing at the rate determined for the applicable Winning Bid. You understand that third parties may generate impressions or clicks on your Sponsored Listings for unintended purposes and you acknowledge and agree that you may still be charged for such clicks.

6. Termination.

You may cancel a Campaign and the associated Bid(s) at any time, provided, however, that your Sponsored Listing(s) may run up to 3 business days after such cancellation. You will be responsible for the Sponsored Listing Fees until your Sponsored Listing(s) are removed from the Uber Platform. Upon cancellation of a Campaign, these Sponsored Listing Terms shall automatically terminate with respect to such cancelled Campaign only (and not with respect to any other active Campaigns), and shall not terminate your Merchant Agreement, unless you cancel all outstanding Campaigns and also your Merchant Agreement in accordance with the terms of such Merchant Agreement. Termination of your Merchant Agreement will automatically result in termination of these Sponsored Listing Terms, which shall take effect only after the Sponsored Listing(s) have been removed from the Uber Platform. Notwithstanding the foregoing, the termination of these Sponsored Listing Terms or the Merchant Agreement will not relieve you of your obligation to pay any Sponsored Listing Fees that are outstanding at the time of such termination.

7. Data.

Portier and its affiliate(s) shall grant you a limited, exclusive, revocable, royalty-free license to access certain aggregated analytics and reporting related to such Sponsored Listings through the Ads Manager. Such license shall expire upon termination of these Sponsored Listing Terms. You will undertake reasonable commercial and technological efforts to: (a) prevent unauthorized access or copying of such data by third parties and (b) protect such aggregated and anonymized data from being attributed to individual users.

8. Feedback.

The form and function of the Ads Manager may change at any time in Portier or its affiliate(s)’s sole discretion. Further, you understand that there may be a chance of unexpected errors. You understand and agree that you may voluntarily provide and/or submit to Portier or its affiliate(s) feedback, statements, comments, suggestions and ideas (“Feedback”). Portier will not be obligated (and makes no commitment) to treat or maintain the Feedback that you submit as confidential or proprietary. Also, you waive any right that you may have to inspect or approve any work product that may use or reference the Feedback. Notwithstanding the foregoing, Portier will use commercially reasonable efforts to obtain your prior consent for any external attribution to your Feedback. Further, you understand and agree that Portier may (and you hereby grant Portier and its affiliates the worldwide, sublicensable (through multiple tiers), irrevocable, royalty free, unrestricted right to) reproduce, adapt, edit, modify, summarize, publish, exhibit, distribute, broadcast, display, perform, make, use, sell, offer for sale, and otherwise exploit the Feedback, by any and all means and in any and all media, now known or hereafter devised, without compensation of any kind. In furtherance of the foregoing, to the fullest extent allowable under any applicable law, you hereby irrevocably waive your so- called “moral rights” or “droit moral” in the Feedback.

9. Testing.

You authorize Portier and its affiliates to periodically conduct tests that may affect your access to or use of the Ads Manager, as well as your ability to create Campaigns, submit Bids and/or surface Sponsored Listings. These tests may include, but are not limited to, changes in formatting, placement of Sponsored Listings and performance. To ensure the timeliness and validity of test results, you authorize Portier to conduct such tests without providing you notice or compensation.

10. Confidentiality.

For the avoidance of doubt, all elements, including any design features and components offered and displayed (whether orally, visually, or in writing) in connection with the Sponsored Listing, including the existence and structure of the Portier’s Sponsored Listing offerings, are confidential and should be handled in accordance with the confidentiality obligations in the Merchant Agreement.

11. Other.

Portier reserves the right to update or make changes to these Sponsored Listing Terms from time to time in its sole discretion, including, without limitation, by posting a revised version of these Sponsored Listing Terms on our website (or any successor website thereto). You can determine when these terms were last revised by referring to the “Last Updated” legend at the top of these Sponsored Listing Terms. Portier reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the ability for Merchant to create Campaigns, place Bids, and/or surface Sponsored Listings with or without notice. You agree that neither Portier nor any of its affiliates shall be liable to you (or to any third party) for any modification, suspension or discontinuance of the Ads Manager or the ability to by other means create Campaigns, place Bids and/or surface Sponsored Listings. Except as specifically amended by these Sponsored Listing Terms, the terms and conditions of the Merchant Agreement and any amendments thereto shall remain in full force and effect.