Uber Central Product Addendum to the Uber for Business General Terms and Conditions - International Terms

As of December 14, 2020

This Uber Central Product Addendum (the “Product Addendum”) to the Uber for Business General Terms and Conditions (the “General Terms”) is entered into by and between the company identified within this sign-up page (“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”). Undefined, capitalized terms used herein shall have the meaning ascribed to them 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 a Company may utilize the Dashboard to enable Uber Central. Company’s use of Uber Central is subject to this Product Addendum, as may be modified or updated by Uber as set forth in 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 User” means an individual with an active personal Uber user account for the Uber Service, the creation of which requires (i) registering with Uber, (ii) and accepting the End User Terms.

“Central User” means an Active User or Guest User.

“Central User Data” shall have the meaning as set forth in section 2.2.

“Designated Recipient” means an individual authorized by a Central User to provide information to Uber and receive notifications from Uber, including but not limited to through SMS messages, regarding such Central User’s trip.

“Guest User” means an individual who is not an Active User.

“Uber Central” means the Uber for Business product that, in connection with Uber’s technology systems, enables Company to request rides on behalf of Company’s customers, clients, or other authorised individuals using the Uber Central product.

2. PROVISION OF SERVICES TO COMPANY

2.1 Access to Services. Upon execution of this Product Addendum, Uber will use commercially reasonable efforts to enable Company to access Uber Central via the Dashboard. In addition to the Dashboard features described in the General Terms, the Dashboard will enable Company to (a) request rides on behalf of Central Users, and (b) view a monthly statement setting forth trips requested on behalf of Central Users. Company expressly acknowledges and agrees that (a) any and all transportation services provided to Central Users are provided neither by Uber nor by Company, but by independent third-party transportation providers, and (b) Company is acting solely as an administrative agent of Central Users to relay requests for transportation services on behalf of Central Users. Company acknowledges that any Administrator utilizing Monthly Billing will incur User Charges to the account of Company, and not to the applicable Central User's personal account or credit card.

2.2 Active Users; Guest Users; Designated Recipients. (a) Prior to requesting the Uber Service on behalf of any Central User, Company shall obtain from the Central User and submit to Uber the following information with respect to such Central User: (i) first and last name, (ii) active telephone number; (iii) pick-up and drop-off location; and (iv) pick-up time and other optional trip related data (e.g. billing code, room number, trip purpose, and message to driver) (“Central User Data”), in order to permit Uber to confirm whether such Central User is an Active User or a Guest User. Company shall ensure that all data provided to Uber is accurate and complete, and Uber shall not be liable to Company, any Central User or any other party with respect to inaccurate or incomplete data supplied by Company. (b) Company shall be solely responsible for contacting, or facilitating contact with, any Guest User for whom Company requests the Uber Services. Uber shall have no responsibility for contacting or providing messaging of any sort pursuant to this Product Addendum to any individual who is not a Central User. (c) Company acknowledges that any Central User may be suspended or banned from use of the Uber Service due to future or past violations of the User Terms or Uber’s Community Guidelines ("Violations"), and that Uber shall have no obligation or liability related to a Central User that is unable to utilize the Uber Services. (d) Company may provide to Uber the name and phone number of Designated Recipient(s) in order for Uber (at Uber’s sole discretion) to provide notifications and detailed trip information, including real-time trip status, regarding a Central User’s trip to such Designated Recipient, including via SMS. Uber shall not be liable to Company, any Central User, any Designated Recipient, or any other party with respect to inaccurate or incomplete information supplied by Company related to any Designated Recipient.

2.3 Restrictions. Company agrees to, and to cause all Central Users to, use the Uber Service and Uber App solely as set forth in this Product Addendum, the General Terms, and the End User Terms; provided, however, that in the event of a conflict between this Product Addendum, the General Terms and the End User Terms with respect to Company or any authorised Central User or an Administrator employing Central Billing with the Uber Service, the terms of this Product Addendum shall control, followed by the General Terms, then the End User Terms. Uber reserves the right to suspend Company’s use or any Administrator’s use of Uber Central and the Corporate Account for violations of this Product Addendum, the General Terms or the End User Terms. Company shall not impose any additional fees or charges on an authorised User or to any other third party related to use of the U4B Central or the Uber Service.

3. FEES AND PAYMENTS

3.1 Service Fees and User Charges. (a) Company will pay a monthly fee for the use of Uber Central (a “Service Fee”), which shall equal the amount set forth during the account creation or as otherwise assessed by Uber after providing at least thirty (30) days’ prior written notice of such fee to Company. (b) Company shall pay all User Charges Uber assesses to Company for its use of Uber Central. Such User Charges shall be paid for through the payment card associated with the Company Account, unless Company participates in Monthly Billing, in which case Company shall pay such User Charges in accordance with Section 5 of the General Terms.

3.2 Billing Options. (a) Pursuant to Section 5 of the General Terms, Uber may, in its sole discretion, elect to qualify to participate in Monthly Billing. (b) If Company does not participate in Monthly Billing: (i) User Charges incurred in connection with this Product Addendum shall be paid through the payment card associated with the Company Account, and (ii) Uber shall charge Company for Service Fees incurred during each calendar month of the Term in which Monthly Billing was not utilized (each a “Service Fee Invoice”). All fees under each Service Fee Invoice shall be paid in full by Company within thirty (30) days of receipt of such Service Fee Invoice.

3.3 Nonpayment. Uber reserves the right to immediately charge the Company Card in the event that any Monthly Statement has not been paid as of the applicable due date. Uber reserves the right to immediately suspend Company's account and suspend any or all Monthly Billing in the event of any unpaid Fees by Company due to past due Monthly Statements (as applicable), an invalid credit Company Card on the Corporate Account, or a rejected Company Card transaction. 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, in the event of any unpaid Fees hereunder. Reestablishing the Corporate Account after full payment of late Fees shall be at Uber's sole discretion. All late payments shall accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at 3% per month or the maximum allowed by applicable law.

4. PRIVACY AND DATA SECURITY.

4.1 Roles of parties. Each party is an independent controller of the Central User Data. Company will provide Central User Data to Uber, for the provision of the services as described in Section 2 of this Product Addendum.

4.2 Lawfulness. Company agrees to inform, and have an applicable legal basis to process personal data, and, where necessary, obtain consent from each Central User: (i) to provide Central User Data to Uber (ii) for Uber to provide Company and any Designated Recipients with detailed information on, and real-time trip status of, the rides charged to Company's Corporate Account, (iii) to receive SMS messages, emails, and automated calls from Uber, and for Uber to otherwise contact each Central User for the purpose of providing the Uber Service or to provide any communications pursuant to the General Terms and this Product Addendum.

4.3 Restrictions. Uber shall process the Central User Data solely for the purposes described in this Product Addendum and in the General Terms.

4.4. Damages. Damages arising from Company’s breach of this “Privacy and Data Security” section shall not be subject to the limits of liability set forth in the General Terms.

5. EFFECT OF TERMINATION.

All outstanding payment obligations and Sections 1, 3, 5 and 6 of this Product Addendum shall survive the termination of this Agreement.

6. WARRANTY

In addition to the warranties set forth in the General Terms, Company represents and warrants that Company has obtained rights, permission and legally adequate consent from Central Users (a) to share such Central User’s personal data with Uber, (b) to receive SMS messages and automated calls from Uber in connection with Uber Central and the Uber Service, and (c) for Uber to provide Company and any Designated Recipients with detailed trip information, including real-time trip status, for the rides charged to Company’s account. In addition to the warranties set forth in the General Terms, Company represents and warrants that Company has obtained the rights, permission and legally adequate consent from Designated Recipients to (i) to share such Designated Recipient’s personal data with Uber and (ii) to receive SMS messages from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum. Company acknowledges that it may elect to utilize the Dashboard to request the Uber Service for, and provide access to Central Billing on behalf of, Guest Users. Any such election is at Company's sole discretion, and, in addition to Company’s indemnity obligations under the General Terms, Company therefore will indemnify, defend and hold harmless Uber, its affiliates and their directors, officers, employees and agents against all claims, damages, losses and expenses (including reasonable attorney's fees) with respect to any third party claim arising out of or related to the use of the Uber Service by any Guest User. Damages arising from Company’s breach of this “Warranty” section shall not be subject to the limits of liability set forth in the General Terms.