Sales and Category Share Platform Access Agreement

This Sales and Category Share Platform Access Agreement (this “PAA”) is by and among the entity executing this Agreement (“You”) and Uber Portier Canada, Inc. and Uber Castor Canada, Inc. each a wholly owned subsidiary of Uber Technologies, Inc. (collectively “Uber”). This PAA governs your access to Uber’s Sales and Category Share Platform (the “Platform”).

Your access to our Platform is also governed by the applicable terms found on our website, including without limitation, Uber’s Privacy Notice, and, except as provided in Section 13.9 below, any other duly executed agreements you have with an Uber, including Non-Disclosure and/or Confidentiality Agreements (collectively with this PAA, this “Agreement”), which are incorporated by reference into this Agreement.

BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE AND TIME YOU ACCEPT IT.

1. Definitions.

1.1. “Account” refers to Your account for the Platform.

1.2. "Confidential Information" includes any proprietary data and any other information disclosed by one party to the other which such party designates as being proprietary or confidential or which the other party should reasonably know should be treated as confidential. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

1.3. "Processing Software" means the Uber server-side software which analyzes the Uber Data and generates the Reports.

1.4. "Report" means the resulting analyses shown on the Platform, some of which may include analyses for view and export.

1.5. "Software" means the Processing Software and the Platform.

1.6. “Uber Data” means any data, including Reports, transmitted by Uber through the platform, including, for clarity, the information and data regarding the number of certain items and categories of items sold on Uber Eats.

1.7. "Uber Property" means any web page, application, or resource under Uber’s control that generates data for the Platform, including, for clarity, Uber Eats.

2. Fees.

Subject to Section 13.1, access to the Platform is provided without charge to You. Uber may change its fees and payment policies for the Platform from time to time. Your continued use of the Platform constitutes Your acceptance of those changes.

3. Member Account, Password, and Security.

To register for the Platform, You must complete the registration process by providing Uber with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. For account security, You agree not to share or allow anyone to use Your login credentials or other personal information used in connection with Your account. You are solely responsible for any and all activities that occur under Your Account. If You create additional accounts using Your Account in the Platform (“Additional Accounts”), then such access by Additional Accounts will also be governed by this Agreement. You will notify Uber immediately upon learning of any unauthorized use of Your Account, Additional Accounts, or any other breach of security. You agree that Uber is not responsible for any losses arising from Your sharing of account credentials with a third party, including without limitation phishing.

4. License.

Subject to the terms and conditions of this Agreement, Uber grants You a limited, revocable, non-exclusive, non-sublicensable license to use the Platform to access, view and download certain Reports stored therein, solely for Your legitimate internal business purposes. You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Platform, the Software, or the Reports; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software or the Reports, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Platform, the Software, or the Reports; (iv) remove any proprietary notices or labels on the Software or placed by the Platform; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Platform. You will comply with all applicable laws and regulations in Your use of and access to the Software, the Platform, and the Reports.

5. Confidentiality.

5.1. General.

Each party acknowledges and agrees that in the performance of this Agreement it may share certain Confidential Information with the other party. For clarity, Uber’s Confidential Information shall include the Uber Data and the Reports. Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.

5.2. Obligations.

Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third-party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform their obligations under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party; subject to applicable law and our internal record-keeping requirements.

5.3. Remedies.

The unauthorized use or disclosure of any Confidential Information would cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the parties have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information disclosed by the other party, in addition to any other rights or remedies available under applicable law or otherwise.

6. Privacy and Information Rights.

You will not and will not assist or permit any third party to pass information, hashed or otherwise, to Uber that Uber could use or recognize as personally identifiable information. We may, however, collect and disclose information from or about you when you create an account, interact with our Platform and as otherwise described in our Privacy Notice. Notwithstanding anything herein to the contrary (a) the collection, use, and disclosure of such information will be made in accordance with our Privacy Notice and (b) if you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with, or related to, us or our Platform, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

7. Indemnification.

To the extent permitted by applicable law, You will indemnify, hold harmless and defend Uber and all Uber Affiliates, at Your expense, against (a) any and all third-party claims, actions, proceedings, and suits brought against Uber or any Uber Affiliate or any of their officers, directors, employees, agents or affiliates, and (b) all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable legal fees and other litigation expenses) incurred by Uber or any Uber Affiliate or any of their officers, directors, employees, agents or affiliates, arising out of or relating to such third-party claims, actions, proceedings, and suits; in each case as a result of (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Platform, (iii) Your violations of applicable laws, rules or regulations in connection with the Platform, (iv) any representations and warranties made by You concerning any aspect of the Platform, the Software or Reports to any third party, (v) any claims made by or on behalf of any third party pertaining directly or indirectly to Your use of the Platform, the Software or Reports, (vi) violations of Your obligations of privacy to any third party, and/or (vii) any claims with respect to acts or omissions of any third party in connection with the Platform, the Software or Reports. Uber will provide You with written notice of any claim, suit or action from which You must indemnify Uber Affiliates. You will cooperate as fully as reasonably required in the defense of any claim. Uber reserves the right, at its own expense, to enforce this Section 7 on behalf of all Uber Affiliates and assume the exclusive defense and control of any matter subject to indemnification by You.

8. DISCLAIMERS.

WE PROVIDE OUR PLATFORM AND ANY ADDITIONAL PRODUCTS OR SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT OUR PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, THAT OUR TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT YOUR ACCESS TO OUR PLATFORM. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SAFETY, SECURITY, AND NON-INFRINGEMENT. WE EXCLUDE ALL WARRANTIES TO THE EXTENT THOSE REGULATIONS ALLOW.

9. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, UBER WILL NOT BE LIABLE FOR YOUR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF UBER OR ITS SUBSIDIARIES AND AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. UBER’S (AND ITS WHOLLY OWNED SUBSIDIARIES’) TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED $50 CAD.

10. Proprietary Rights Notice.

We reserve all rights not expressly granted in this Agreement. Our Platform, the Software, and all data gathered through and generated by our Platform, including the Uber Data, the Reports, and all intellectual property rights therein (the “Platform IP”), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of Uber’s company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights (“Names, Marks, or Works”) or the Platform IP conveys or grants to you any rights in or related to the Platform, or related intellectual property rights, including Names, Marks, or Works. You shall not, and shall not allow any other party to: (a) license, sublicense, copy, modify, distribute, create, sell, resell, transfer, or lease any part of the Platform; (b) reverse engineer or attempt to extract the source code of our Software, except as allowed under law; (c) use, display, or manipulate any of Names, Marks, or Works for any purpose without the express written consent of Uber; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Uber (or any other Uber Affiliate) other than in the name of Uber (or another Uber Affiliate, as the case may be); (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Platform or Software; (f) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Platform or data; or (g) aggregate our data with competitors’ data.

11. Term and Termination.

Either party may terminate this Agreement at any time with notice. Upon any termination of this Agreement, Uber will stop providing, and You will stop accessing the Platform. In the event of any termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination, including any fees if applicable. Sections 2, 5, 6, 7, 8, 9, 10, 11, 12, and 13 shall survive any termination or expiration of this Agreement.

12. Disputes and Arbitration.

12.1. Amicable Resolution.

The parties will attempt to resolve all disputes between the parties arising out of or relating to this Agreement amicably through good faith negotiations upon the written request of any party.

12.2. Arbitration.

i. All disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, will be finally and conclusively resolved by arbitration, on an individual basis, under the Arbitration Rules (“ADRIC Rules”) of the ADR Institute of Canada, Inc. (“ADRIC”), except as modified herein. The ADRIC Rules are available by searching www.google.ca to locate “ADRIC Arbitration Rules” or by clicking here. ADRIC may also be contacted at 1-877-475-4353 or www.adric.ca.

ii. The governing law, known as the Seat of Arbitration, will be Ontario. The language of the arbitration will be English or French, at Your choice.

iii. The arbitration hearings and meetings may be held at any location(s) the arbitrator considers appropriate. Arbitration hearings may be conducted by telephone, email, the Internet, videoconferencing, or other communication methods, unless the arbitrator disagrees.

iv. If any portion of this Dispute Resolution provision is unenforceable, the remainder of this Arbitration Provision will be enforceable. This Arbitration Provision survives the termination of Your relationship with Uber, and it continues to apply if Your relationship with Uber is ended but later renewed.

v. This Dispute Resolution provision applies to, without limitation, Disputes arising out of or relating to interpretation or application of this Agreement, including the formation, scope, enforceability, waiver, applicability, revocability or validity of this Dispute Resolution provision or any portion of this Dispute Resolution provision.

12.3 Arbitration Process.

i. Before starting arbitration with ADRIC, the party bringing the claim in arbitration must first deliver a written Notice of Request to Arbitrate (“Notice”) within the limitation period that would apply if the claim were brought in a Court in your province or territory of residence, or of Ontario if you reside outside Canada. The Notice must include contact information for the parties, the legal and factual basis of the claim, and the remedy sought and amount claimed. Any demand for arbitration made to Uber must be served to the party’s registered address for service of legal process as follows:

Uber Portier Canada Inc./Uber Castor Canada Inc.: McCarthy Tétrault LLP, 66 Wellington Street West, Suite 5300, TD Bank Tower, Toronto, ON M5K 1E6

ii. Before the Notice is delivered to ADRIC, the party bringing the claim shall first attempt to informally negotiate with the other party, in good faith, a resolution of the Dispute, claim or controversy between the parties for a period of not less than 30 days but no more than 45 days unless extended by mutual agreement of the parties. If the parties cannot reach an agreement to resolve the dispute within this negotiation period, the party bringing the claim may deliver the Notice to ADRIC.

12.4. Class Action Waiver.

Both Uber and You agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any Dispute to be brought, heard or arbitrated as a class or collective action, or for You to participate as a member in any such class or collective proceeding.

13. Miscellaneous.

13.1. Modification.

You will only be bound by modifications or supplements to this PAA on your acceptance, but if you do not agree to them, you may not be allowed to access our Platform. Such modifications or supplements may be provided to you only via electronic means. From time to time we may modify information hyperlinked in this PAA (or the addresses where such information may be found) and such modifications shall be effective when posted.

13.2. Severability.

Invalidity of any provision of this Agreement does not affect the rest of this Agreement. The parties shall replace the invalid or non-binding provision with provision(s) that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

13.3. Assignment.

We may freely assign or transfer this Agreement or any of our rights or obligations in them, in whole or in part, without your prior consent. You agree not to assign this Agreement, in whole or in part, without our prior written consent, and any attempted assignment without such consent is void.

13.4. Conflicts.

Except with respect to the Arbitration Provision, if there is a conflict between this PAA and any supplemental terms between You and Uber, those supplemental terms will prevail with respect to the specific conflict if explicitly provided therein, and is in addition to, and a part of, this Agreement.

13.5. Interpretation.

In this Agreement, “including” and “include” mean “including, but not limited to.”

13.6. Notice.

Except as explicitly stated otherwise, any notices to us shall be given by certified mail, postage prepaid and return receipt requested to Uber Canada at 121 Bloor St E, Suite 1600, Toronto, ON M4W 3M5, Attn: Legal Department, and via email to transactionslegalnotices@uber.com. All notices to you may be provided electronically including through our Platform or by other means.

13.7. Governing Law.

Except as specifically provided in this PAA, this PAA is governed by the applicable laws of the province of Ontario and the Federal laws of Canada applicable therein (the “Governing Law”). The Governing Law shall apply without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.

13.8. Entire Agreement.

Except as specifically set forth in Section 13.4 or the Arbitration Provision, this Agreement (including any addendums) constitutes the entire agreement and understanding with respect to the subject matter expressly contemplated herein and therein, and supersedes all prior or contemporaneous agreements or undertakings on this subject matter.

13.9. No Incorporation.

Notwithstanding anything herein to the contrary, no agreement, term or other provision relating to your indemnification obligations to us will be considered incorporated by reference, or otherwise a part of, this Agreement.

13.10. Questions.

If you have questions about our Platform, you may contact us by reaching out to your Uber representative.