Merchant Advertising Terms

Uber Eats Sponsored Listing Terms (Japan)

These Uber Eats Sponsored Listing Terms (“Sponsored Listing Terms”) are expressly incorporated into and made a part of your (“you”, or “Merchant”) Uber Eats Master Framework Agreement (the “Merchant Agreement”) with Uber Portier BV (“Portier”) and/or one of its affiliates (including Uber Eats Japan Inc) (“Uber Japan”) and, together with the terms of the Merchant Agreement, shall constitute a separate, enforceable agreement between Portier and/or its affiliates and you. In the event of any conflict between these Sponsored Listing Terms and the Merchant Agreement regarding the placement of Sponsored Listings (as defined below), these Sponsored Listing Terms shall govern as applied to the subject matter herein. Subject to the foregoing, undefined, capitalized terms in these Sponsored Listing Terms will have the meaning set forth in the Merchant Agreement.

Together with the Merchant Agreement, these Sponsored Listing Terms govern the Merchant’s ability to Bid (as defined below) for the opportunity to obtain a Sponsored Listing (as defined below) on the Eats App, website or other Uber platform (together, “Uber Platform”). From time to time Portier and its affiliates may create additional posted guidelines, rules, and terms and conditions applicable to a Sponsored Listing or Bid, which will be disseminated in an appropriate way, such as posting them on our website ( https://www.uber.com/jp/ja/ , https://www.uber.com/legal/ja/ or any successor website thereto), in accordance with the provisions of Article 548-4 of the Civil Code.

By submitting a Bid, you agree to be bound by these Sponsored Listing Terms and understand that your Bid will be placed in an auction and only selected Bids will become Sponsored Listings (as defined below).

If the individual accepting these Sponsored Listing Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Sponsored Listing Terms, in which case the term “Merchant” shall refer to such entity and its affiliates. If the individual accepting these Sponsored Listing Terms does not have such authority, or does not agree with these Sponsored Listing Terms, such individuals must not accept these Sponsored Listing Terms and may not submit Bids.

If the individual accepting these Sponsored Listing Terms is accepting on behalf of a franchisor or other similar legal entity, such individual represents that (1) they have the authority to bind such entity and its affiliates to these Sponsored Listing Terms and (2) they have the authority in their franchise or other operating documents to receive and/or review analytics, reporting or other ad related data as provided in Section 7.

1. Sponsored Listings.

Subject to the terms and conditions of the Merchant Agreement and any other guidelines or eligibility criteria for Sponsored Listings that Uber Japan may make available from time to time, by Portier providing you access to the Ads Manager/Uber Eats Manager, Uber Japan and/or its affiliates authorizes Merchant to submit an offer for a Sponsored Listing (as defined below) on the Uber Platform, inclusive of the budget amounts, (“Bid”). A selected Bid will be placed on the Uber Platform, which: (a) subject to Uber Japan and/or its affiliates’ discretion, will include some indicator to your customers that the placement was purchased by you, such as a tag such as a “promoted” or “sponsored”; (b) will appear in the Uber Platform in a placement determined by Uber Japan and/or its affiliates, or otherwise selected by you in your Bid submission; and (c) will be assembled and formatted based on the content provided in accordance with your Merchant Agreement (“Sponsored Listing”). For the purpose of clarity, a Sponsored Listing may be posted anytime after it is selected and will continue until the budget is exhausted, Uber Japan removes for any reason permitted by these Sponsored Listing Terms, or until you end the campaign in accordance with Section 6.

2. Creating Campaigns.

When you use the Ads Manager/Uber Eats Manager, you authorize Uber Japan and/or its affiliates to assemble and format Sponsored Listings based on the content provided in accordance with your Uber Eats Agreement. Portier may, in its sole discretion, limit your access to the Ads Manager/Uber Eats Manager, the number of Sponsored Listings you can create at a given time, and the availability of any or all of the Sponsored Listings (for example, to listings from certain categories or containing certain attributes).

a. Uber created Bids.

In addition to or supplemental to your access to the Ads Manager/Uber Eats Manager (as defined below), you agree that if a Uber Japan representative is requested to submit a Bid on your behalf, you will provide email authorization to Uber Japan representatives, outlining the Merchant recurring weekly budget for each Merchant location.

b. Self-Serve Ads Manager/Uber Eats Manager.

Portier may provide access and authorize you to use Portier’s proprietary, automated, self-service tool to create Bids (Ads Manager or Uber Eats Manager; the “Ads Manager/Uber Eats Manager”), subject to such Ads Manager/Uber Eats Manager functionality and technical capability. You agree to only use and access such Ads Manager/Uber Eats Manager within its functionality and technical capability, recognize that such tool is proprietary to Portier and will not circumvent or otherwise exploit the tool in such a way that is not intended.

c. Authorization of Spending.

Upon submission of a Bid, you agree that you will be obligated to spend your authorized budget amount. Uber Japan will use commercially reasonable efforts to ensure that the Sponsored Listing Fees (as defined below) do not exceed the budget authorized by you in the Bid. Notwithstanding the foregoing, you acknowledge that clicks may occur on Sponsored Listings after the budget has been exceeded and you will be responsible for any associated Sponsored Listing Fees (as defined below).

d. Content for Sponsored Listings.

The content included in the Sponsored Listing will be the photographs, marketing materials, or other videos, still images or materials used in connection with the display of Merchant’s Items on the Uber Eats App, in accordance with the Merchant Agreement and as determined by Uber Japan. Portier and/or its affiliates will determine the size, placement, and positioning of your Sponsored Listings and you acknowledge that any Sponsored Listings shown in preview or surfaced prior may be changed in Portier’s sole discretion.

3. Your Responsibilities.

You will be solely responsible for the Sponsored Listing Fees (as defined below), whether such Bid was submitted by you or another Representative (as defined below). Notwithstanding anything to the contrary in the Merchant Agreement, you acknowledge and agree that you will not be able to terminate your relationship with Portier and/or its affiliates until the end of a Sponsored Listing, including terminating the Merchant Agreement. You agree to validate and authorize all representatives, contractors, or any of your agents or other persons acting on your behalf (“Representative(s)”). You acknowledge that each Representative will have full control and authority to submit Bids on your behalf and you are solely responsible for your Representatives and their actions in connection with their use of the Ads Manager/Uber Eats Manager. You will ensure that your Representatives comply with all restrictions applicable to you under these Sponsored Listing Terms and all applicable third-party rights, laws, rules and regulations. You agree that Uber is not responsible for any errors or inaccuracies in the information entered when Uber registers and sets up Sponsored Listing on your behalf.

4. Uber Japan Responsibilities.

Uber Japan will use good faith efforts to provide you with reasonable information regarding your Sponsored Listing(s), which will include the amount you spent on Sponsored Listings and performance metrics. Subject to the functionality of the Ads Manager/Uber Eats Manager, Portier and/or its affiliates may, in its sole discretion, provide enhanced promotional placement or other visual treatment for the Sponsored Listings. Merchant acknowledges that the time period of the Sponsored Listing may vary due to a number of factors including Merchant’s budget as authorized in an applicable Bid, parameters set by Uber Japan and/or its affiliates in our sole discretion and the Ads Manager/Uber Eats Manager functionality.

5. Fees.

You will be charged an amount based on the actual number of clicks on your Sponsored Listing at the rate determined for each Winning Bid (“Sponsored Listing Fees”). You agree to pay the Sponsored Listing Fees (exclusive of Japan Consumption Tax (“JCT”)). Payment of an additional amount account of JCT shall be made against production of a qualified invoice (as required under the JCT Act) from the supplier addressed to the recipient of such supply. Uber Japan may charge you for any additional features within the Ads Manager/Uber Eats Manager, or any additional products and/or services available via the Ads Manager/Uber Eats Manager, upon notice to you (e.g., via a user interface in the Ads Manager/Uber Eats Manager). For avoidance of doubt, Portier grants to you a licence to use the Ads Manager/Uber Eats Manager for no consideration.

a. Invoicing and Payment Schedule.

You agree that Uber Japan may deduct the Sponsored Listing Fees and all relevant taxes from any payment due to you, via a deduction from the remittance of Meal Revenue or Item Revenue collected on each Merchant’s behalf.

Alternatively, the Sponsored Listing Fees and all relevant taxes may also be set out in a qualified invoice provided to you and the funding obligations detailed herein shall be due and payable within thirty (30) days of your receipt of a qualified invoice from Uber Japan.

Subject to the foregoing, Uber Japan and/or its affiliates reserves the right to set a maximum spend threshold or suspend your access to the Ads Manager/Uber Eats Manager until the Sponsored Listing Fees are paid in full. Uber Japan reserves the right to offer credits and/or discounts in its sole discretion. Uber Japan and affiliates further reserve the right to collect Sponsored Listing Fees by seeking reimbursement from such Merchant by any lawful collection methods available. Any disputes about Sponsored Listing Fees must be submitted to Uber Japan in writing within 60 days of the date you incurred such charge, otherwise you waive such dispute and such charge will be final and not subject to challenge.

b. Charged per Click.

Based on the budget defined in your Bid submission, Uber Japan will calculate your Sponsored Listing Fees based on the price per click. Sponsored Listing Fees are determined at the rate in effect for a particular Sponsored Listing at the time it is clicked. You understand that third parties may generate impressions or clicks on your Sponsored Listing for unintended purposes and you acknowledge and agree that you may still be charged for such clicks.

c. Taxes

Except with regards to the above paragraph on the tax exclusive Sponsored Listing Fees, if any deductions or withholdings are required by law to be made from any amounts payable by or on behalf of one party to the other party under these Sponsor Listing Terms, the paying party shall be obligated to pay to the receiving party such amount as will, after the deduction or withholding has been made, leave the other party with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

6. Termination.

You may cancel a Bid at any time (for Uber Japan created Bids under Section 2a, by email to Uber Japan), provided, however, that your Sponsored Listing(s) may run up to 3 business days after such cancellation. You will be responsible for the Sponsored Listing Fees until the Bid is cancelled. Upon cancellation, these Sponsored Listing Terms shall automatically terminate, provided, however, termination of these Sponsored Listing Terms will not result in termination of the Merchant Agreement unless the party terminating these Sponsored Listing Terms also terminates the Merchant Agreement in accordance with the terms of such Merchant Agreement. Termination of the Merchant Agreement will automatically result in termination of these Sponsored Listing Terms, which shall take effect only after the Sponsored Listing(s) have been removed. Notwithstanding the foregoing, the termination of these Sponsored Listing Terms or the Merchant Agreement will not relieve either party of its obligations hereunder.

7. Data.

Uber Japan and/or its affiliates shall grant you a limited, exclusive, revocable, royalty-free license to access certain aggregated analytics and reporting related to such Sponsored Listings. Such license shall expire upon termination of these Sponsored Listing Terms. You will undertake reasonable commercial and technological efforts to: (a) prevent unauthorized access or copying of such data by third parties and (b) protect such aggregated and anonymized data from being attributed to individual users.

8. Feedback.

The form and function of the Ads Manager/Uber Eats Manager may change at any time in Portier and/or its affiliates’ sole discretion. Further, you understand that there may be a chance of unexpected errors. You understand and agree that you may be voluntarily providing and/or submitting to Portier and/or its affiliates feedback, statements, comments, suggestions and ideas (“Feedback”). Portier and/or its affiliates will not be obligated (and makes no commitment) to treat or maintain the Feedback that you submit as confidential or proprietary. Also, you waive any right that you may have to inspect or approve any work product that may use or reference the Feedback. Notwithstanding the foregoing, we will use commercially reasonable efforts to obtain your prior consent for any external attribution to your Feedback. Further, you understand and agree that Portier and/ or its affiliates may (and you hereby grant Portier and/or its affiliates the worldwide, sublicensable (through multiple tiers), irrevocable, royalty free, unrestricted right to) reproduce, adapt, edit, modify, summarize, publish, exhibit, distribute, broadcast, display, perform, make, use, sell, offer for sale, and otherwise exploit the Feedback, by any and all means and in any and all media, now known or hereafter devised, without compensation of any kind. In furtherance of the foregoing, to the fullest extent allowable under any applicable law, you hereby irrevocably waive, or shall not exercise, your so-called “moral rights” or “droit moral” in the Feedback.

9. Testing.

You authorize Portier and/or its affiliates to periodically conduct tests that may affect your access to our use of the Ads Manager/Uber Eats Manager, as well as your ability to surface Sponsored Listings. These tests may include, but are not limited to, changes in formatting, placement of Sponsored Listings and performance. To ensure the timeliness and validity of test results, you authorize Portier and/or its affiliates to conduct such tests without providing you notice or compensation.

10. Confidentiality.

For the avoidance of doubt, all elements, including any design features and components offered and displayed (whether orally, visually, or in writing) of the Sponsored Listing program, including the existence and structure of the Sponsored Listing program, are confidential and should be handled in accordance with the confidentiality obligations in the Merchant Agreement.

11. Other.

Portier and/or its affiliates reserves the right to update or make changes to these Sponsored Listing Terms from time to time in its sole discretion using an appropriate method, including, without limitation, by posting a revised version of these Sponsored Listing Terms on　our website ( https://www.uber.com/jp/ja/ , https://www.uber.com/legal/ja/ or any successor website thereto), in accordance with the provisions of Article 548-4 of the Civil Code. You can determine when these terms were last revised by referring to the “Last Updated” legend at the top of these Sponsored Listing Terms. Portier and/or its affiliates reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the ability for Merchant to place Bids, 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 Ads Manager/Uber Eats Manager or providing Merchant with the ability to place Bids. Except as specifically amended by these Sponsored Listing Terms, the terms and conditions of the Merchant Agreement and any amendments thereto shall remain in full force and effect. In the event of any conflict between the English version and the Japanese version of these Sponsored Listing Terms, the English version shall prevail.

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Promotional Program Addendum to Master Framework Agreement Uber Eats

​​This Promotional Program Addendum (“Promotional Addendum”) adds additional terms and conditions which will govern Merchant’s (“you” or “your”) use of the Promotion Tools (as defined below) and your ability to offer Promotions (as defined below) to your Customers through the Uber Eats Platform. The Promotional Addendum is governed by the terms and conditions of your Uber Eats Master Framework Agreement (with all addenda and as amended, the “Agreement”) with Uber Portier B.V. and/or Uber Eats Japan, Inc. (collectively “Uber”) 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 the Promotional Addendum and the Agreement, the terms of the Promotional Addendum shall govern with respect to the subject matter herein. Subject to the foregoing, undefined, capitalized terms in the Promotional Addendum will have the meaning set forth in the Agreement.

By clicking “I accept the Terms and Conditions”, you agree to be bound by the terms in the Promotional 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 Merchant to use Uber’s proprietary, automated tools (“Promotion Tools”) to feature Promotion (as defined herein). Merchant authorizes Uber or its affiliates to use automated tools to feature Promotions (as defined herein) within the Uber Platform. In the Promotional Addendum, “Promotion” refers to the short-term Merchant offers that are designed and/or fulfilled by the Merchant to stimulate customer demand, including, without limitation, discounts and special offers, and displayed to Customers. Promotions may be (i) fully funded by the Merchant whereby the cost of the Promotion are 100% funded by the Merchant at its own costs and expense (“Fully Merchant Funded Promotions”) or (ii) jointly funded by Merchant and Uber, whereby the cost of the Promotion are co-funded by both parties (“Co-Funded Promotions”). All Promotions shall be subject to Uber’s prior written approval. Merchant and Uber may, from time to time, agree on additional terms and conditions that apply to the provision of certain Promotions and the relevant cost of the Promotion. Merchants must identify a start date, end date, and budget for each Promotion. Merchant is responsible for providing to Uber, at the Merchant’s sole cost and expense, all suitable material including artwork of the Merchant’s trademarks and trade names in a format and within deadlines specified by Uber (“Merchant Materials”) for such to be reproduced for the fulfilment of the Promotion. 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 Merchant. Merchant acknowledges that the time period of enhanced promotional placement for a Promotion may vary due to a number of factors including but not limited to Merchant’s budget for a particular Promotion, the start and end date for a Promotion identified by Merchant, and Marketplace functionality.
2. Your Responsibilities. You are solely responsible for fulfilling the terms of the Promotions offered by you to your Customers. You agree that Uber is not responsible for any errors or inaccuracies in the information entered when Uber registers or sets up Promotions on your behalf. You represent and warrant that you will run your Promotions in accordance with applicable laws and you have all necessary rights, licenses, consents and permissions to run your Promotions (including but not limited to the rights to provide information or creative materials to Uber about your Promotion). You will not use the Promotions to make charitable donations. For the avoidance of doubt, your Promotions include Merchant-Funded Promotions and Co-Funded Promotions.
3. Reporting. Uber will provide you with reasonable information regarding your Promotions, which may include the amount you have spent on Promotions and the number of Items sold in connection with Promotions. You acknowledge, agree and expressly authorize Uber to highlight Promotions and/or the results of Promotions in its own marketing materials at Uber’s sole discretion.
4. Service Fees and Promotion Costs. The Service Fee will be calculated on the basis of this Addendum.
5. For Fully Merchant Funded Promotions, Uber Japan will charge you a Service Fee based on the Post Merchant Funded Promotion Price of your Items. “Post Merchant Funded Promotion Price” refers to the discounted Retail Price of the Items considering the applicable Promotion that is funded by the Merchant. You acknowledge and agree that Uber Japan may deduct costs of the Merchant Funded Promotion owed by you from your Item Revenue.
6. For Co-Funded Promotions, Uber Japan will charge you a Service Fee based on the Post Merchant Funded Promotion Price. ​​You agree and authorize Uber Japan to issue a qualified invoice (to the extent applicable under the JCT Act)in respect of the Service Fee. The qualified invoice will be made available to you and if Uber Japan do not receive a notification of dispute within 7 days from the date of issuance, it is assumed that the invoice is confirmed and approved. You acknowledge and agree that Uber Japan may deduct costs of the Co-Funded Promotion owed by you from your Item Revenue.
7. You acknowledge that you are solely responsible for your agreed amount/proportion of cost of the Promotion (that is, for Fully Merchant Funded Promotions, 100% of the cost of the Promotion or, for Co-Funded Promotions, your agreed proportion of the cost of the Promotion). If you are paid for an Item, you are responsible for the Service Fee and your agreed amount or proportion of the cost of the Promotion. Any fees and/or charges shall be inclusive of JCT, if applicable.
8. Term. This Addendum will continue for a period of one (1) year from the Addendum Effective Date (“Initial Term”) and shall automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”). Uber may terminate or change the terms of this Addendum at any time upon written notice (by email is sufficient). Unless agreed to by each party in writing, the termination of this Addendum shall not terminate the Agreement or any other addenda thereto, if any.

If there is any discrepancy between the English and Japanese version of this Addendum, the English version shall prevail.