Uber Direct – Shopify Order Form (U.S.)

This order form (the “Order Form”) is made between Uber Technologies, Inc. (“Uber”) and the Merchant accessing the Uber Direct Services via an Third Party Platform (also referred to as “you”), made pursuant to those certain Uber Direct Terms available https://www.uber.com/legal/en/document/?name=uber-direct-api-terms-and-conditions&country=united-states&lang=en, as may be updated or modified from time to time by Uber (the “Uber Direct Terms”).

This Order Form replaces all existing order forms between the parties in connection with the Uber Direct Services (if any). Capitalized terms in this Order Form have the meaning given in the Uber Direct Terms, unless otherwise specified.

The Uber Direct Terms will apply to you for accessing the Uber Direct Services via a Third Party Platform. By agreeing to this Order Form, you represent having read, understood and agreed to the terms and conditions set forth in this Order Form and the Uber Direct Terms.

1. Uber Direct Channel. Merchant will utilize the Uber Direct Channel. Customers will place their order for Items on Merchant’s designated websites, and Merchant, using the Uber Direct Channel, may request Delivery Persons to deliver the Items to the customers, subject to the Uber Direct Terms. By agreeing to this Order Form, Merchant agrees to the Uber Direct Terms and all terms referenced therein.
2. Delivery Charges.
   1. Per Delivery. Merchant agrees to pay the Delivery Charges outlined below:

¹ “Routed Mile” means each mile is measured on a predicted-route basis, with regard to expected driving distance on roads. “Haversine Mile” means each mile is measured on a haversine basis, without regard to driving distance on roads (i.e., “as the crow flies”).

² In addition to the Delivery Charges outlined in this table, deliveries in (a) California will have $3 added to each Delivery Charge; (b) New York City will have $5 added to each Delivery Charge; and (c) Seattle will have $10 added to each Delivery Charge.

• 1. Cancellation Fee.
     1. Merchant agrees to pay a cancellation fee of $5.00 (the “Cancellation Fee”) if all of the following circumstances are true for a delivery facilitated via Uber Direct:
        1. Merchant submits a request for delivery services via Uber Direct;
        2. A Delivery Person is matched with such request; and
        3. Following Delivery Person’s acceptance, but before Delivery Person has collected the goods to be delivered, Merchant cancels the request.
     2. For the avoidance of doubt, in the event Merchant cancels the request after an order has been collected by the applicable Delivery Person, Merchant will be charged the full Delivery Charge associated with the delivery trip.
  2. Return Fee. Merchant agrees to pay a return fee equal to the Delivery Charge applicable to the delivery trip (the “Return Fee”) if a customer is unavailable to accept the delivery and the Delivery Person is required to make a return trip at the request of the Merchant.

1. Refunds. Any liability for the loss, damage, non-delivery, or delay in the delivery of Items requested by Merchant for delivery will be handled in accordance with the procedures set forth in the applicable refund matrix available at https://p.uber.com/DirectRetailMatrix, as updated from time to time (the “Refund Matrix”). Except as specified in the Refund Matrix, Uber will have no liability to Merchant for any loss, damage, non-delivery, or delay in the delivery of Items requested by Merchant for delivery. All refunds provided from Uber to Merchant must be given to the affected customer (and Merchant shall provide reasonable proof the refund was delivered upon Uber’s request). Uber may, in its sole discretion, deny any refund request if (a) Uber determines that such refund request is fraudulent based on information from Uber’s systems or (b) if Merchant fails to comply with the implementation or operational guidelines provided by Uber.