UBER HEALTH GENERAL TERMS AND CONDITIONS
These Uber Health General Terms and Conditions ("General Terms" or “Terms”) are hereby accepted and agreed to by the company identified within the Uber Health sign-up process ("Company"), and constitute a legally binding agreement by and between Company and Uber B.V., a private limited liability company incorporated under the laws of the Netherlands with a company registration number of 56317441 and registered address of Burgerweeshuispad 301, 1076 HR Amsterdam (“Uber"). These General Terms set forth the terms and conditions under which Company may establish an Uber Health corporate account (“Corporate Account”) and access one or more Uber Health Products, as set forth herein. Company’s access to and use of the Admin Portal in connection with any Uber Health product is subject to these Terms and each applicable Product Addendum, as may be modified or updated by Uber Health from time to time, effective upon posting an updated version of these Terms and/or the applicable Product Addendum on the Uber website. Uber Health will provide Company with notice of any such modifications or updates through the email Uber Health has on file, through the Admin Portal, or by updating the date at the top of these Terms or the applicable Product Addendum. Company is responsible for updating contact information through the Uber Health Dashboard and regularly reviewing the Uber Health Dashboard, Terms and any applicable Product Addendum for updates and information from Uber Health. Continued use of the Uber Service or any Uber Health Product after any such modifications or updates shall constitute Company’s consent to such changes. Capitalized terms used but not otherwise defined in the Terms shall have the respective meanings ascribed to such terms in the applicable Product Addendum.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS.
The following terms, as may be used in these Terms, shall have the meanings set forth below. Capitalized terms used but not otherwise defined in these Terms shall have the respective meanings ascribed to such terms in the applicable Product Addendum.
“Active User” means an individual with an active personal Uber user account for the Uber Service, the creation of which requires that such individual (a) register with Uber, and (b) accept the End User Terms.
“Admin Portal” means Uber Health’s browser-based online administrative portal for the Health Products.
“Administrator” means an individual employed by Company who is designated as an “administrator” through the Admin Portal and authorized to add, remove, or update billing methods, and appoint Coordinators at their discretion.
“Affiliate” means with respect to any entity, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of at least fifty percent (50%) of the voting equity of another entity, or the power to vote such voting equity, by contract or otherwise.
“Agreement” means collectively, these Terms and all Product Addenda between the parties.
“Company User”means any individual for which the Company utilises the Uber Health Dashboard to request the Uber Service (including Guest Users and Active Users).
“Coordinator” means an individual employed by or working on behalf of Company who is authorized by an Administrator to request the Uber Service on behalf of Company Users.
“Data Protection Law” means all laws and regulations applicable to the personal data under the Agreement, including as applicable the laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including the EU General Data Protection Regulation (2016/679) (“GDPR”).
“Designated Recipient” means any individual(s) authorised by a Company User to provide information to Uber, and receive notifications from Uber, including but not limited to through text message (“Text”), regarding such Company User’s trip. For example a healthcare provider assisting an impaired Company User that is unable to provide or receive such messages (via electronic means).
“Driver-Partner” means an independent third-party transportation and/or logistics provider, providing transportation or logistics services through the Uber Service.
“End User Terms” means the terms and conditions applicable to all users of the Uber Service, including the rider terms, the community guidelines and the privacy notice, available at https://www.uber.com/nl/en/ride/safety/uber-health-guest-riders/ or available at www.uber.com/legal, after selecting the relevant country using the dropdown selector, as may be updated by Uber or its Affiliates from time to time.
“Guest User” means (a) an individual who is not an Active User, and (b) Designated Recipients.
“Health Products” means Uber Health’s suite of enterprise products, including the Uber Health Dashboard itself, as may be available from time to time in any particular country, which allow healthcare and other customers to request the Uber Service on behalf of their clients, customers, employees, patients, and/or other individuals.
“Medical Emergency” means a serious medical condition that is (i) critical or imminently life threatening and/or (ii) communicable by physical contact.
“Non-Medical Emergency Transportation” means transportation arranged for an individual who does not have a Medical Emergency or risk of escalating to a Medical Emergency during provision of the transportation services.
“Service Fee” means a service fee for each completed trip using the Uber Service via the Uber Health Dashboard.
“Uber App” means Uber’s mobile application or mobile website (m.uber.com) required for personal use of the Uber Service, as may be updated by Uber or its Affiliates from time to time.
“Uber Health Dashboard” is a Health Product, and has the meaning given to it in Section 4.1 below.
“Uber Service” means Uber’s virtual marketplace platform that, when used in conjunction with the Health Products, serves as an intermediary between (a) the Company, looking for a certain type of service for Company Users (including, without limitation, ground transportation, logistics, delivery, food purchases and related food delivery services), and (b) independent third-party providers of such services.
“User Charges” means charges incurred by Company Users for the use of the Uber Service, including any applicable tolls, foreign transaction fees, taxes, and any other fees or charges that may be due for a particular use of the Uber Service.
2. SCOPE; PRODUCT ADDENDA.
2.1. In connection with Company’s acceptance of these Terms, Company may also elect to utilize one or more of the following Health Products: Uber Health Dashboard Product Addendum or Uber Health API Product Addendum. Company may elect to utilize a Health Product when creating a Corporate Account or at any time during the Term. By electing to use a Health Product, Company agrees to accept the relevant additional product terms for such Health Product (each, a “Product Addendum”) as follows:
2.1.1. Uber Health Dashboard: Companies wishing to utilize the Uber Health Dashboard are doing so by agreeing to these terms .
2.1.2. Uber Health API: Companies wishing to utilize Uber Health API services are doing so by agreeing to these [Link to the Product Addendum if/when available].
2.1.3. Uber Health Eligibility and Benefits: Companies wishing to utilize Uber Health API services are doing so by agreeing to these terms .
2.2. Company’s election to utilize a particular Health Product neither obligates nor restricts Company from utilizing any other Health Product. Any Product Addendum accepted and agreed to by Company is hereby expressly incorporated herein and constitutes part of these Terms.
2.3. Any Product Addenda entered into by the parties are hereby expressly incorporated into and constitute part of the Agreement. In the event of a conflict between a Product Addendum and these Terms, the terms of the Product Addendum shall control with respect to the applicable Health Product.
2.4. Company acknowledges and agrees that (a) transportation services arranged by Company pursuant to these Terms are for Non-Medical Emergency Transportation only; and (b) Driver-Partners and Driver-Partner vehicles are not licenced to provide Medical Emergency transportation services.
2.5. Company represents and warrants that:
2.5.1. it will only request, or permit the request of the Uber Service for non-emergency purposes, and that it shall not use the Uber Service, the Dashboard or anything related thereto for any Company User with a Medical Emergency;
2.5.2. subject to Section 2.5.1 above, it is solely responsible for: (i) deciding a Company User’s eligibility to use the Uber Service; (ii) requesting the form of transport that is most suitable for a Company User; and (iii) deciding how transportation options are made available to Company Users; and
2.5.3. all usage of the Uber Service through the Corporate Account will comply with all applicable requirements, including age requirements, in the End User Terms.
3. TERM AND TERMINATION.
This Agreement shall commence upon Company’s acceptance of the Agreement and shall remain in effect until terminated as set forth herein (the "Term"). Either party may terminate this Agreement or any Product Addendum with or without cause upon five (5) days’ advance written notice to the other party. Termination of one Product Addendum shall not terminate any other Product Addendum then in effect. All Product Addenda shall automatically terminate upon the termination of these General Terms. The terms and conditions of the Agreement that by their nature and context are intended to survive termination hereof will so survive, including, without limitation, all outstanding payment obligations in the Agreement, and Sections 1,5,6, 7, 8,9, 10, 11, 12 and the last sentence of this Section 3 .
4. ACCOUNT ADMINISTRATION.
4.1. Admin Portal and Access to Health Products. Upon acceptance of these Terms, Uber Health will establish Company’s Corporate Account that will enable Company to access the Admin Portal, which includes access to each Health Product that Company has agreed to utilize through a Product Addendum. The Administrator will be Uber Health’s contact with the Company. The Uber Health Dashboard will enable Company to (a) view past trips requested on behalf of Company Users, (b) have access to trip invoices and trip receipts, c) view and manage payments, and (d) view detailed trip information, which may include, without limitation, Company User name together with request time and date, pick-up and drop-off time and date, pick-up and drop-off location, trip route, real-time trip status, distance, duration, fare amount, service type, and trip ID number (“Dashboard Data”). Uber Health reserves the right to add, remove and update features and functionality of the Admin Portal at any time.
4.2. Administration. Company may appoint additional Administrators at its discretion. Company agrees to (a) maintain all Admin Portal and applicable Health Product login credentials in confidence, (b) follow current security best practices for its login credentials, such as two factor authentication and strong passwords, (c) only permit authorized Administrators to access the Admin Portal or Health Products, (d) maintain an accurate list of current Administrators and Coordinators authorized to request the Uber Service and incur User Charges, and (e) update as necessary, all information of the Administrators or Coordinators to ensure that it is current, accurate, and complete.
4.3. Responsibility for User Activity. Company agrees that Company is solely responsible for all User Charges incurred by Administrators and Coordinators via the Corporate Account, including any User Charges due to Company’s failure to comply with Section 4.2 above or any User Charges incurred due to fraudulent or other unpermitted activity by an Administrator, Coordinator or another third party using the Corporate Account to access Uber Services. Company shall notify Uber Health promptly upon discovery of fraudulent or unpermitted activity occurring under Company’s account.User Charges may be subject to price changes at any time, including without limitation, occasional increases during periods of high demand as further described in the End User Terms.
4.4. Restrictions. Company agrees to, and to cause all Administrators, Coordinators and Company Users to, use the Uber Service, Corporate Account, Admin Portal, and any of the services provided under an applicable Product Addendum solely as set forth in this Agreement. Uber reserves the right to immediately suspend access to the Admin Portal, Uber Health Dashboard and/or any Health product, temporarily or permanently, in whole or in part, to Company, Administrators, Coordinators and/or any Company Users for violations of these Terms or the End User Terms, or if Uber deems it is reasonably necessary to do so, including in the event of a safety concern, a breach of any Applicable Laws, or any other event which Uber reasonably considers may prejudice the goodwill of Uber and its Affiliates. Company shall not, and shall not authorize others to (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Admin Portal, Uber Service, Health Products, or Uber App, except to the extent allowed by applicable law; (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Admin Portal, Uber Service, Health Products, or Uber App, to any unaffiliated third party; (c) upcharge, increase, or otherwise modify the User Charges for any usage of the Uber Service; or (d) impose any additional fees or charges related to use of the Admin Portal, Uber Service, or any of the services provided under an applicable Product Addendum. Uber reserves all rights not expressly granted under the Agreement.
4.5. Violations. Company acknowledges that Uber Health may suspend or ban any Company Users from use of the Uber Service due to violations, including past violations of the End User Terms, and that Uber Health shall have no obligation or liability related to any such Company User.
5. FEES AND PAYMENTS.
5.1. Fees. Company will pay Uber all User Charges, the Service Fee (to the extent applicable), and any applicable services or access fees Uber may charge for certain functionality and features (collectively, the “Fees”), in accordance with Section 5.3 below. User Charges and Service Fees applicable for each Health Product shall be as set forth in the applicable Product Addendum. Company acknowledges and agrees, pursuant to its acknowledgments of the nature of its access to services in terms of this Agreement, that save as may otherwise be expressly agreed, Uber neither undertakes nor facilitates invoicing or billing services in relation to statutory health insurances or social security, medical schemes, or other health reimbursement arrangements of whatever nature (“Schemes”), and makes no representations or warranties in relation thereto including in relation to reimbursability or otherwise. Company is therefore solely responsible for ensuring that Fees are recoverable from Schemes if it intends such recovery, and must create the necessary conditions therefore, including without limitation, meeting all Scheme requirements, licensing, access numbers, and other requirements.
5.2. Company Card. Company agrees to provide and maintain during the Term in connection with its Corporate Account a valid Company credit card number (the “Company Card”). All User Charges shall be paid in the ordinary course of use of the Uber Services through the Company Card at the end of each Company User’s trip, unless Company participates in Monthly Billing, in which case Company shall pay such Fees pursuant to Section 5.3 below.
5.3. Monthly Billing. Uber Health may, in its sole discretion, qualify Company to receive, and Company may then elect to pay Fees, on a monthly basis incurred in connection with the applicable Health Product ("Monthly Billing"). If Company participates in Monthly Billing, Uber Health will bill Company for all Fees incurred for the applicable Health Products on a monthly basis (each, a “Monthly Statement”). Company shall pay each Monthly Statement in full within thirty (30) days of receipt of such Monthly Statement.
5.4. Currency. Uber shall process all payments in the local currency applicable to the geography of the Company User’s applicable trip except in certain instances when Uber may process foreign transactions in United States dollars or Euros. All payments are nonrefundable except as may be expressly provided otherwise herein. Each party shall be responsible for its costs and expenses associated with its performance under the Agreement or any Product Addendum.
5.5. Nonpayment. Uber Health reserves the right to immediately charge the Company Card in the event that Company fails to pay any Monthly Statement as of the applicable due date. Uber Health further reserves the right to immediately suspend Company’s account, any or all access to the Uber Service by all Company Users, and the Uber Health Dashboard in the event of any unpaid Fees by Company due to (a) past due Monthly Statements (as applicable), (b) an invalid Company Card on Company’s Central Billing account, or (c) a rejected Company Card transaction. In the event of any unpaid Fees hereunder, Uber further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Company to applicable credit reporting agencies. Uber shall have sole discretion regarding reestablishing Company’s access to the Uber Health Dashboard after Company’s late payment of all Fees due and payable. All late payments shall bear interest at 3% per month or the maximum allowed by applicable law, if less than 3%.
6. PROPRIETARY RIGHTS.
6.1. License to Marks; Restrictions. The term “Marks” shall mean the trademarks, service marks, trade names, logos, slogans and other identifying symbols and indicia of a party (“Licensor”). Each party hereby grants to the other party (“Licensee”), solely during the Term, a limited, royalty-free, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to use and display the Licensor’s Marks only as expressly permitted by the other party in writing in each instance. All use of a Licensor’s Marks by Licensee will be in the form and format approved by Licensor, and Licensee will not otherwise use or modify Licensor’s Marks without Licensor’s prior written consent. All goodwill related to Licensee’s use of Licensor’s Marks shall inure solely to the benefit of Licensor. Marks will at all times remain the exclusive property of the respective Licensor. Except as expressly set forth herein, Licensor does not, and shall not be deemed to, grant Licensee any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Licensor.
6.2. No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT NEITHER PARTY SHALL DEVELOP ANY TECHNOLOGY, CONTENT, MEDIA, OR OTHER INTELLECTUAL PROPERTY FOR THE OTHER PARTY PURSUANT TO THE AGREEMENT. The parties shall enter into a separate written agreement, as necessary, to govern any development activities relating to any technology, content, media, or other intellectual property prior to the commencement of any such activities.
6.3. Ownership. Uber and its Affiliates are and shall remain the owners of all right, title and interest in and to the Admin Portal, Uber Service, Uber App, Health Products, and Uber Personal Data including any updates, enhancements and new versions thereof, all data related to the use of the Admin Portal and Uber Services, and all related documentation and materials provided or made available to Company in connection with the Agreement.
6.4. No Publicity. Other than as expressly set forth herein, neither party may use or reference the other party’s name, logo, trademarks or service marks in a press release or otherwise without the prior consent of such other party in each instance.
7. CONFIDENTIALITY.
7.1. Definition. The term “Confidential Information” shall mean any confidential or proprietary business, technical, or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with these Terms, whether orally or in physical form, and shall include the terms of these Terms. However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not, to Receiving Party's knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, or (d) that Disclosing Party provides written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure.
7.2. Restrictions. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes permitted under these Terms and (b) it will not disclose the Confidential Information to any third party other than Receiving Party’s directors, officers, employees, consultants, or agents who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein. In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defenses to disclosure.
7.3. Security. Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.
8. PRIVACY AND DATA SECURITY.
8.1 Definitions. “Company Personal Data” means information provided by Company to Uber in connection with these Terms relating to an identified individual, which includes data that could constitute as a special category of data, in particular data concerning a Company User’s health, excluding any such information provided to Uber or any of its Affiliates by a Company User. “Uber Personal Data” means any information Uber and/or its Affiliates provides to Company in connection with these Terms relating to an identified individual or an identifiable individual or which can be reasonably used to identify an individual, or that may otherwise be considered “personal data” under applicable law. Uber Personal Data includes Dashboard Data, regardless of whether it is provided to Company via the Health Products or otherwise.
8.2 Roles of Parties. Save as may otherwise be indicated in respect of any Health Products, each party is an independent controller of both Company Personal Data and Uber Personal Data for their own processing activities. Company will provide Company Personal Data to Uber, and Uber will provide Uber Personal Data to Company, for the provision of the Services as described in these Terms.
8.3 Notice and Consent. Company agrees to inform, and obtain all necessary consents, including explicit consent where required, from, each Company User (a) to share Company Personal Data with Uber, (b) to allow Uber to process Company Personal Data to enable Uber to provide the Uber Service, (c) to allow Uber to communicate with a Company User regarding trips taken by such Company User, including to provide customer service in connection with such trips when applicable, (d) to allow Uber to share Company User Personal Data, including Company User’s first name, pick-up and drop-off address with Driver-Partners to enable trips requested through the Uber Service and (e) as necessary for Uber to provide Company with Uber Personal Data, mainly Dashboard Data. Company agrees to inform, and obtain all necessary consents, including explicit consent where required, from, each applicable Company User to (a) share information regarding such Company User’s trip with such Company User’s Designated Recipient(s); and (b) allow Uber to communicate with Company User’s Designated Recipient(s) regarding trips taken by such Company User, including to provide customer service in connection with such trips.
8.4 Consent Audit. Company shall allow Uber, or Uber’s authorised representatives or agents, (on reasonable notice) to inspect, audit and take copies of relevant records, and other documents as necessary to verify Company’s compliance with Company’s notice and consent obligations as set forth in Section 8.3 above.
8.5 Compliance with data protection laws. Each party shall comply with the obligations applicable to it under the Data Protection Law with respect to the processing of personal data, including but not limited to its transparency obligations.
8.6 Data Restrictions.
8.6.1 Medical Facility Data Restrictions. Company agrees that it will only process Uber Personal Data for administrative purposes, to manage access control and for activity review purposes and for compliance with legal obligations, and will limit access to Uber Personal Data and the Uber Health Dashboard solely to Company’s personnel who have a legitimate business need to access such Uber Personal Data and the Uber Health Dashboard. Company agrees that it will not share with Uber any data concerning a Company User’s health other than information necessary to request a trip on behalf of the Company. Company will, to the fullest extent permitted by law, indemnify, defend, and hold harmless Uber, its Affiliates, and its and their directors, officers, employees, consultants, agents, successors, and assigns from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable legal fees) with respect to any third-party Claim arising out of or related to Company's Disclosure, as defined in Section 6.2 (above), of Uber Personal Data to any third party and any such third party’s use or Disclosure of such Uber Personal Data.
8.6.2 Uber Data Restrictions. Uber shall treat collection and use of Uber Personal Data in accordance with the Uber Privacy Notice, available at www.uber.com/legal/privacy, as Uber and its Affiliates may update from time to time.
8.6.3 Security. Each of Uber and Company agrees to implement and maintain appropriate technical, physical, and organisational measures to protect the other’s personal data against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure, keeping in mind the nature of the information (“Information Security Incident”).
8.6.7 Notification. Company shall promptly notify Uber in the event that Company learns or has reason to believe that an Information Security Incident has occurred in relation to Uber Personal Data. This notification includes at least: (1) the nature of the breach of security measures; (2) the potentially compromised personal data and the data subjects affected; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Company shall (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Uber with assurances reasonably satisfactory to Uber that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Company, and if Uber determines that notices (whether in Uber’s or Company’s name) or other remedial measures are warranted, Company shall, at Uber’s request and at Company’s cost and expense, undertake the aforementioned remedial actions.
8.6.8 Data Transfers. To the extent this Agreement involves the transfer of Dashboard Data in the EEA to a jurisdiction outside the EEA, which has not been recognised by the European Commission as providing an adequate level of data protection, Company agrees that the Standard Contractual Clauses, as specified on https://www.uber.com/blog/exhibit-a/ (“Exhibit A”), shall apply.
9. WARRANTIES; DISCLAIMER.
9.1. Mutual Warranties. Each party hereby represents and warrants that (a) it has full power and authority to enter into the Agreement and perform its obligations under the Agreement, (b) such party’s acceptance of the Agreement, as well as such party’s performance of the obligations set forth in the Agreement, does not and will not violate any other agreement to which such party is a party, (c) it is in compliance and shall remain in compliance during the Term, with all applicable laws, rules and regulations, (d) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin, and (e) such party’s Marks as provided by such party pursuant to this Agreement will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
9.2. Company Warranties.
9.2.1. Company represents and warrants that Company has obtained, or otherwise will obtain prior to requesting the Uber Service on behalf of a Company User, rights, permission and necessary consents, including explicit consent where required, from Company Users (a) to share Company Personal Data with Uber and its Affiliates, (b) to allow Uber to process Company Personal Data to enable Uber and its Affiliates to provide the Uber Service, (c) to allow Uber to communicate with a Company User regarding the Uber Service by Text or automated calls, or whatever other means may be available and employed by Uber, including to provide customer service in connection with the Uber Service when applicable and to provide any communications pursuant to these Terms, (d) to allow Uber to share Company User Personal Data, including Company User’s first name, pick-up and drop-off address with Driver-Partners to enable the Uber Service, (e) as necessary for Uber to provide Company with Uber Personal Data, mainly Dashboard Data.
9.2.2. Company represents and warrants that Company has obtained rights, permission and necessary consents, including explicit consent where required, from Company Users to (a) share information regarding such Company User’s use of the Uber Service with such Company User’s Designated Recipient(s); and (b) allow Uber to communicate with Company User’s Designated Recipient(s) regarding use of the Uber Service such as trips taken by such Company User, including to provide customer service in connection with such trips.
9.2.3 Company represents and warrants that Company will not disclose, transfer, or otherwise allow access to Uber Personal Data to any third parties (“Disclosure”) unless expressly authorised in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein. Company represents and warrants that Company, specifically including but not limited to Company's Administrators and Coordinators, shall not, through any means of communication, including but not limited to the Uber Health Dashboard or by means of Health Products, disclose any data concerning a Company User’s health to Uber, its Affiliates, or its or their independent third-party transportation or logistics providers, except and solely to the extent required by Uber to provide the Uber Service.
9.2.4 Company User Requirements. Company represents and warrants that it is solely responsible for: (i) deciding a Company User’s eligibility to use the Uber Service; (ii) requesting the form of transport that is most suitable for a Company User; and (iii) deciding how transportation options are made available to Company Users. Company further represents and warrants that, in the case of transportation, it will only request the Uber Service for Non-Medical Emergency Transportation, and will comply with all applicable requirements, including age requirements, in the End User Terms.
9.2.5 Public Contracts. Company represents and warrants that (i) it is not using the Uber Service for purposes necessary to the performance of any government contract or subcontract, (ii) that Uber is not assuming any portion of Company’s obligations under any government contract or subcontract, and (iii) that Company is not using any public funds to meet its payment obligations under these Terms.
9.2.6 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, UBER AND ITS AFFILIATES PROVIDE THE UBER SERVICE, UBER HEALTH DASHBOARD, HEALTH PRODUCTS AND UBER APP “AS IS” AND WITHOUT WARRANTY. UBER AND ITS AFFILIATES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE UBER SERVICE, UBER HEALTH DASHBOARD, HEALTH PRODUCTS, OR UBER APP WILL MEET COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF THE UBER SERVICE, UBER HEALTH DASHBOARD, HEALTH PRODUCTS, OR UBER APP WILL BE UNINTERRUPTED OR ERROR FREE. UBER AND ITS AFFILIATES HEREBY DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THESE TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE UBER SERVICE, UBER HEALTH DASHBOARD, HEALTH PRODUCTS, OR THE UBER APP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY ACKNOWLEDGES AND AGREES THAT THE UBER SERVICE IS A TECHNOLOGY SERVICE THAT ENABLES ACCESS TO REQUEST ON-DEMAND GROUND TRANSPORTATION AND LOGISTICS SERVICES PROVIDED BY INDEPENDENT THIRD-PARTY PROVIDERS. UBER AND ITS AFFILIATES ARE NOT TRANSPORTATION OR LOGISTICS PROVIDERS. UBER AND ITS AFFILIATES DO NOT PROVIDE MEDICAL EMERGENCY TRANSPORTATION SERVICES AND DO NOT CARRY A LICENSE TO PROVIDE MEDICAL SERVICES. UBER AND ITS AFFILIATES DO NOT GUARANTEE AVAILABILITY OF TRANSPORTATION OR LOGISTICS SERVICES, ON-TIME ARRIVALS OR DEPARTURES THEREOF, OR ANY OTHER SERVICES LEVELS RELATED TO INDEPENDENT TRANSPORTATION OR LOGISTICS PROVIDERS THAT MAY BE OBTAINED VIA THE UBER SERVICE.
10. INDEMNIFICATION.
10.1. To the fullest extent permitted by law, each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other party (the “Indemnified Party”), its Affiliates, and its and their respective directors, officers, employees, agents, successors, and assigns from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable outside attorney fees) with respect to any third-party claim, suit, action, or proceeding (each, a “Claim”) arising out of or related to (a) a breach (or allegation that, if true, would be a breach) of any of the Indemnifying Party’s representations or warranties in the Agreement, or (b) the infringement of a third party’s intellectual property rights by the Indemnifying Party’s Marks, but only if such Marks have been used by the Indemnified Party in the manner approved by the Indemnifying Party.
10.2. The Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential Claim subject to indemnification hereunder. Any delay in notification by the Indemnified Party will not relieve the Indemnifying Party of its obligations, except to the extent that such delay materially prejudices the Indemnifying Party’s ability to defend against such Claims. The Indemnifying Party will assume the defense of the Claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any Claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s reasonable expense.
11. LIMITS OF LIABILITY.
11.1. OTHER THAN WITH RESPECT TO (i) A PARTY’S INDEMNIFICATION OBLIGATIONS IN THE AGREEMENT, (ii) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN THE AGREEMENT, INCLUDING SECTION 7 HEREIN, (iii) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN THE AGREEMENT, INCLUDING SECTIONS 2.5 AND 9 HEREIN , OR (iv) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE OBLIGATIONS SET FORTH IN SECTION 6 HEREIN (PROPRIETARY RIGHTS), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; IN NO EVENT SHALL UBER, UBER’S AFFILIATES, OR COMPANY BE LIABLE: (A) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF UBER HEALTH, ANY OF UBER HEALTH’S AFFILIATES, OR COMPANY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND, (B) UNDER THE AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING FIFTY THOUSAND DOLLARS ($50,000).
11.2. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE FEES AND OTHER TERMS SET FORTH IN THE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
12. GENERAL.
12.1. Governing Law. The Agreement These Terms and any claim or dispute arising under or related to these Terms (including a dispute regarding any non-contractual obligation) shall be governed by and construed in accordance with the laws of the Netherlands without regard to its conflict of laws provisions. The courts of Amsterdam has exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms (including a dispute regarding the existence, validity or termination of these Terms or any non-contractual obligation arising out of or in connection with these Terms).
12.2. Health Care Programs. For purposes of Uber Health’s compliance program, Company will notify Uber Health in writing: (a) if it is a government or quasi-government entity, or otherwise owned, controlled by, or created by a government entity, or (b) if it intends to seek reimbursement from any state or federal healthcare program for the Health Products or otherwise use any state or federal funds to meet its payment obligations under this Agreement (each a “Program”). Unless otherwise agreed to in writing, nothing in this Agreement is intended to subject Uber Health or its Affiliates to any statutory or regulatory requirements or obligations that are not specifically referenced in the Agreement or that would otherwise apply to a provider, supplier, or other entity participating in a Program.
12.3. Affiliates. The parties hereby acknowledge and agree that Company and each of its Affiliates may utilize the same Admin Portal and any of the services provided under a Product Addendum upon acceptance of these Terms and the applicable Product Addendum. Any such Affiliate shall be bound by all of the terms and conditions applicable to Company under the Agreement, and entitled to all rights and protections afforded Company under the Agreement, provided, however, Company shall continue to bear legal responsibility for all acts or omissions of such Affiliate. The parties further acknowledge and agree that any services to be rendered under this Agreement and any applicable Product Addendum may be performed by Uber Health directly, or by any of Uber’s Affiliates.
12.4. Notices. Any notice required or permitted to the parties under this Agreement shall be posted to the Company’s Dashboard or sent to the email address that Uber has on file for Company. Any notice required or permitted to be delivered to Uber by this Agreement shall be submitted via business-support@uber.com .
12.5. Force Majeure.Nonperformance of either party under these Terms shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, hurricane, earthquakes, other natural disaster, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.
12.6. Severability, Assignment and other Miscellaneous Terms. If any provision or provisions of the Agreement, in whole or in part, is determined to be invalid, illegal or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions and/or Product Addenda shall not in any way be affected or impaired thereby. The Agreement is not transferable and may not be assigned by either party, in whole or in part, without the prior written consent of the other party, provided that both parties may assign the Agreement without such consent, but with notice to the other, in connection with a merger or a sale of all of the equity or assets of either party. Notwithstanding the foregoing, Uber Health may assign the Agreement to an Affiliate without notice or the prior written consent of the Company. Subject to the foregoing, the Agreement shall be binding upon all successors and assigns of a party. Section headings are for convenience only and shall not be considered in the interpretation of the Agreement. Uber Health and Company are and shall remain independent contractors. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.
12.7. Non-Discrimination. Company shall not, in its use of the Uber Service or any Health Product under the Agreement, discriminate against any Company User, employee, volunteer, participant, or individual on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as agreed upon between Uber Health and Company. Company acknowledges and agrees that upon Uber Health’s receipt of evidence of Company’s discrimination under any of these categories, Uber Health shall have the right to immediately terminate the Agreement following notice to Company.
12.8. Tax. Each party shall be responsible for the payment of its own tax liability arising from these General Terms or any Product Addendum.
Vyber si preferovaný jazyk
Informace