Promotional Program Addendum to Uber Eats Restaurant Agreement

This Promotion Program Addendum (“Addendum”) adds additional terms which will govern your use of the Promotion Tools (as defined below) and Restaurant’s ability to offer Promotions (as defined below) to your customers through the Uber Eats Platform. This Addendum is governed by the terms and conditions of your (“Restaurant” or “you”) agreement as amended with Uber Portier B.V. or one of its affiliates (“Uber”, “Company” or “us”) for your use of the Uber Eats Platform (“Agreement”) and, together with the terms of the Agreement, shall constitute a separate, enforceable agreement between Uber and you. In the event of any conflict between this Addendum and the Agreement, the terms of this Addendum shall govern with respect to the subject matter herein. Subject to the foregoing, undefined, capitalized terms in this Addendum will have the meaning set forth in the Addendum.

By clicking “I accept the Terms and Conditions”, you agree to be bound by the terms in this Addendum.

1. PROMOTIONAL PROGRAM AND PROMOTIONS.

Subject to the terms and conditions of the Agreement and any other guidelines or eligibility criteria for Promotions that Uber may make available from time to time, Uber hereby authorizes Restaurant to use Uber’s proprietary, automated tools (“Promotion Tools”) to feature short-term Restaurant offers that are designed and fulfilled by the Restaurant to stimulate customer demand, including, without limitation, discounts and special offers, and displayed to customers (“Promotion”). Unless otherwise specified by Uber, Restaurants will be solely responsible for defining each Promotion (within the scope of functionality provided by the Promotion Tools), including, without limitation, the start date, end date, and budget for each Promotion, but each Promotion will be subject to Uber’s prior written approval. Subject to marketplace functionality, Uber may provide enhanced promotional placement or other visual treatment for the Promotions through the start and end date identified by Restaurant. Restaurant acknowledges that the time period of enhanced promotional placement for a Promotion may vary due to a number of factors including Restaurant’s budget for such Promotion, the start and end date for a Promotion identified by Restaurant, and marketplace functionality. When offering any Promotion (and using the Promotion Tools), you agree that you are subject to any additional posted guidelines, rules, and terms and conditions applicable to such Promotion, which are hereby incorporated by reference into this Addendum.

2. YOUR RESPONSIBILITIES.

You will honor and fulfill the terms of the Promotions offered by you to your customers. You represent and warrant that you will run your Promotions in accordance with applicable laws and you have all necessary authority, rights, licenses, consents and permissions to run your Promotions (including, without limitation, the rights to provide information or creative materials about your Promotion to Portier). You will not use the Promotions to make charitable donations. For free item Promotions, you will be solely responsible for all food costs associated with the free item(s). For $0, free or reduced delivery fee Promotion types, you will be solely responsible for the reduction to the amount that Portier collects from your customers with respect to delivery service fees. For the avoidance of doubt, such reductions will be considered Promotion Costs (defined below).

3. REPORTING AND PROMOTION COSTS.

Uber will use good faith efforts to provide you with reasonable information regarding your Promotions, which may include, without limitation, the amount you have spent on Promotions (“Promotion Costs”) and the number of Meals sold in connection with Promotions. Uber, in its sole discretion, may highlight Promotions and/or the results of Promotions in its own marketing materials.

4. SERVICE FEES.

When a Promotion is applied to a given Meal, Restaurant agrees that Uber may deduct the value of the Promotion from the Retail Price of the Meal, such that your customer only pays for the post-Promotion price of the Meal (the “Post-Promotion Retail Price”), until you have either met your Promotion Budget or the Promotion has expired in accordance with the end date provided to your customers. Your Service Fee shall be calculated as follows; Uber will charge you a Service Fee based on the Post-Promotion Retail Price of the Meal(s), sold by you via the Uber Eats app (excluding any GST, HST or other provincial sales tax on the Post-Promotion Retail Price of the Meal(s)) multiplied by the Service Fee percentage in your Restaurant Agreement. If you are paid for a Meal, you are responsible for the Service Fee and relevant Promotion Costs.

5. OTHER.

Portier reserves the right to update or make changes to this Addendum from time to time in its sole discretion, including, without limitation, by posting a revised version of this Addendum on www.uber.com (or any successor website thereto). You can determine when this Agreement was last revised by referring to the “Last Updated” legend at the top of this Addendum. Portier reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Promotion Tools or the ability for Restaurant to offer Promotions, 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 Promotion Tools or providing Restaurant with the ability to offer Promotions. Except as specifically amended by this Addendum, the terms and conditions of the Agreement and any amendments thereto shall remain in full force and effect.