Uber Direct – Merchant Agreement

Service Terms (New Zealand)

These Service Terms apply in addition to the General Terms available at https://www.uber.com/legal/en/document/?name=uber-direct-api-terms-and-conditions&country=new-zealand&lang=en (or a replacement URL) and (if applicable) your Order Form and any Addendums, depending on the services that you have chosen or as specified in your Order Form, under the agreement between you, Uber Portier B.V. (Uber) and Portier New Zealand Ltd (Portier NZ) (together, the parties).

Uber and Portier NZ may amend these Service Terms, or include additional Service Terms for the expansion or introduction of services or functionalities, from time to time in accordance with sections 1.2 (Application of the Service Terms) and 22.2 (Modifications to the Agreement) of the General Terms or as otherwise agreed in writing by the parties. Unless otherwise specified, capitalised terms in each of these documents have the meaning given in the General Terms.

Different Service Terms will apply to the specific services you choose. The Service Terms for a particular service will not apply to you unless you use that service.

Service Terms – Dashboard

WHAT IS THE DASHBOARD?

The Dashboard allows you to request Delivery Services via Uber's browser-based online dashboard technology system. These Service Terms describe the Dashboard and the circumstances in which you may use the Dashboard.

1. APPLICATION OF THESE TERMS

The terms and conditions set out in these Service Terms will apply if you choose to access Uber Direct or request Delivery Services via the Dashboard.

2. SCOPE OF SERVICE

2.1 Access to Dashboard

(a) Subject to Merchant providing relevant account information and taking any necessary steps, Uber will:

(i) establish a Corporate Account for you, if you do not already have one, which will enable you to access the Dashboard; and

(ii) provide you with access to Uber Direct via the Dashboard.

(b) Access to Uber Direct via the Dashboard is provided to you by Uber for no charge.

(c) Uber reserves the right to add, remove and update features and functionality of the Dashboard at any time.

2.2 Licence to Dashboard

(a) Subject to you complying with the terms of this Agreement, Uber grants to you for no charge a non-exclusive, non-transferable, non-sublicensable, non-assignable licence to use the Dashboard for the Term.

(b) You may only use the Dashboard in connection with your use of the Delivery Services under this Agreement.

2.3 Dashboard functionality

The Dashboard will enable you to:

(a) request Delivery Services from Portier NZ;

(b) view detailed delivery or other service information, which may include, without limitation, the Administrator's name, delivery status, pickup and drop off location, delivery route, duration, Fees, delivery ID number, delivery time, expense memo and Uber Data (collectively, Dashboard Data);

(c) view active and past delivery requests;

(d) view and search past deliveries;

(e) prepare and review activity reports using Dashboard Data;

(f) add and remove Administrators;

(g) manage and update your payment method information;

(h) review and manage Payment Statements;

(i) settle outstanding payment obligations on the Corporate Account; and

(j) additional features or functionality added to the Dashboard from time to time.

3. ADMINISTRATORS

(a) Contact with you will be made via an individual representative designated by you as an administrator through the Dashboard (Administrator). You may appoint additional Administrators at your discretion.

(b) You agree to (in addition to any other requirements specified in an Addendum):

(i) maintain all Dashboard login credentials in confidence;

(ii) only permit Administrators to access the Dashboard; and

(iii) update as necessary all information of the Administrators to ensure that it is current, accurate, and complete.

(c) You are responsible for all activity that occurs under your Dashboard login credentials.

(d) You are responsible for keeping and maintaining an accurate list of Administrators authorised to access and use the Corporate Account. From time to time, Uber may review your list of Administrators via the Dashboard to ensure compliance with this Agreement.

(e) For clarity, any reference to an "Administrator" in this Agreement includes a reference to any Merchant Associate who utilises or accesses the Dashboard.

4. RESPONSIBILITY FOR USE OF THE DASHBOARD

(a) Subject to section ‎‎4(b) of these Service Terms:

(i) you are responsible for all charges incurred by Administrators via the Corporate Account, regardless of whether or not a charge was authorised by you;

(ii) you may request that Uber remove Administrators from your Corporate Account. To the extent you provide Uber with incomplete or inaccurate Administrator removal information via the Dashboard, you agree that Uber will not be responsible for charges incurred by an Administrator after you have requested Uber to remove that Administrator from the Corporate Account; and

(iii) you are responsible for charges incurred due to fraudulent or other unpermitted activity on the part of an Administrator's use of the Corporate Account. You must notify Uber promptly upon discovery of fraudulent or unpermitted activity occurring on the Corporate Account.

(b) You are not liable to pay any charges to the extent that those charges have been incurred as a direct result of any fraudulent, unlawful or negligent act or omission by Uber, Portier NZ or their Affiliates.

(c) Uber reserves all rights not expressly granted to you or a third party, including Administrators, under this Agreement.

Service Terms – Uber Direct API

WHAT IS THE UBER DIRECT API?

The Uber Direct API allows you to access Uber Direct via an integration of the Uber Direct API with the Merchant Platform or Reseller Platform. These Service Terms describe access to the Uber Direct API and the circumstances in which you can choose to use the Uber Direct API.

1. APPLICATION OF THESE TERMS

The terms and conditions set out in these Service Terms will apply if you choose to access Uber Direct or request Delivery Services via the Uber Direct API.

2. SCOPE OF SERVICES

2.1 Access to Uber Direct API

(a) Subject to Merchant and/or the Aggregator taking any necessary steps, Uber will:

(i) provide you with access to Uber Direct via the Uber Direct API; or

(ii) work with the Aggregator on a technical integration of the Uber Direct API with the Merchant Platform or Reseller Platform, which will provide you with access to Uber Direct via the Uber Direct API.

(b) Access to Uber Direct via the Uber Direct API is provided to you by Uber for no charge.

(c) Uber reserves the right to add, remove and update features and functionality of the Uber Direct API at any time.

2.2 Licence to Uber Direct API

(a) Subject to you complying with the terms of this Agreement, Uber hereby grants you for no charge a revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, non-assignable limited licence to use the Uber Direct API (and no other APIs) during the Term solely for the purpose of sharing Merchant Data and Uber Data in relation to the provision of Delivery Services to you by Portier NZ.

(b) You may only use the Uber Direct API in connection with your use of the Delivery Services under this Agreement.

2.3 Uber Direct API functionality

The Uber Direct API will enable you to:

(a) request Delivery Services from Portier NZ;

(b) exchange Merchant Data and Uber Data via the Uber Direct API; and

(c) use additional features or functionality added to the Uber Direct API from time to time.

3. MERCHANT RIGHTS AND OBLIGATIONS

3.1 Responsibility for use of the Uber Direct API

(a) Subject to section ‎3.1(b) of these Service Terms, you are responsible for all charges incurred by you via the use of the Uber Direct API, regardless of whether or not a charge was authorised by you. You will be responsible for charges incurred due to fraudulent or other unpermitted activity on the part of use of the Uber Direct API. You must notify Uber promptly upon discovery of fraudulent or unpermitted activity occurring via your access to the Uber Direct API.

(b) Your responsibility for charges incurred in accordance with section ‎3.1(a) of these Service Terms is limited to the extent that charges have been incurred as a result of any fraudulent, unlawful or negligent act or omission by Uber, Portier NZ or their Affiliates.

3.2 Requirements to use Uber Direct API

You may not use the Uber Direct API if you:

(a) determine that you are unable to comply with this Agreement; or

(b) you are prohibited by applicable Law from accessing or using the Uber Direct API.

3.3 Compliance

(a) Your access, implementation and use of the Uber Direct API must be in compliance with all applicable:

(i) Laws (including, without limitation, laws regarding the import or export of data or software, privacy, and local laws);

(ii) third party rights (including any applicable Intellectual Property Rights); and

(iii) reasonable Uber instructions.

(b) You represent and warrant that you will only use the Uber Direct API in connection with legally permissible activities in accordance with the terms of this Agreement.

(c) Each party represents and warrants that it:

(i) will not intentionally include any virus, Trojan horse, worm, spyware, or other software designed to tamper with, damage, or destroy any computing system or network environment (Unauthorised Code) via the Uber Direct API; and

(ii) will use commercially reasonable efforts to maintain physical, technical, and administrative safeguards reasonably designed and implemented to detect and protect against the introduction of Unauthorised Code into its platform in accordance with generally-accepted industry practices.

(d) Uber may require you to promptly certify certain aspects of your compliance with this Agreement, including:

(i) your compliance with this section ‎3.3; and

(ii) your security and data use practices (including the details of any privacy or security incidents relating to services provided by Uber and its Affiliates (including this Agreement), or otherwise potentially involving data of Uber users).

Uber will provide the form of certification which must be signed by an authorised officer of your entity.

3.4 Design Implementation

You must ensure that the Uber Direct API is interfaced with the Merchant Platform or Reseller Platform (as applicable) in a manner consistent with Uber's reasonable instructions and the information provided by Portier NZ, as may be updated from time to time. Portier NZ is not responsible, nor obliged to pay or compensate you for the costs, expenses and fees incurred for the implementation.

3.5 Launch

You must ensure the Uber Direct API is integrated with the Merchant Platform or Reseller Platform (as applicable) and is tested and launched in accordance with an implementation timeframe that is separately agreed by the parties in writing. The parties agree to work together on review and testing of pre-release versions of the Merchant Platform or Reseller Platform that include the Uber Direct API.

3.6 Uber Audits

(a) Upon reasonable advance written notice, Uber may (not more than once per year, unless there has been an actual or suspected breach of this Agreement) during normal business hours and at its own expense, audit your facilities, networks, systems, procedures, processing and maintenance of Uber Data, as well as its compliance with this Agreement (Data Audit).

(b) You must reasonably cooperate with each Data Audit by providing access to knowledgeable personnel, physical premises as applicable, documentation, infrastructure, and any application software that processes Uber's Confidential Information or otherwise has access to Uber's networks and systems.

(c) Uber will be responsible for its costs and expenses of each Data Audit (or the fees and costs of the third party performing the Data Audit), unless the Data Audit reveals, or is initiated because of, a material breach of this Agreement, in which case you will reimburse Uber for such costs and expenses.

(d) You must promptly address and correct all deficiencies identified in any Data Audit.

3.7 Your Clients

If you are a Reseller Merchant and you offer your Reseller Platform for use by others outside of your entity, you must maintain a user agreement and a legally compliant privacy policy for your Reseller Platform that is prominently identified or located where Clients download or access your Reseller Platform. You must immediately notify Uber in writing of any breach of your user agreement or privacy policy that impacts, or may impact, your Clients’ use of the Uber Direct Services.

4. PRODUCTS AND CONTENT

4.1 Your Products

(a) Subject to the rights granted to Uber and its Affiliates and limitations in this Agreement, you reserve and retain sole and exclusive ownership of all right, title, and interest in and to:

(i) your extensions and applications (including the Merchant Platform or Reseller Platform, as applicable); and

(ii) all modifications, corrections, repairs, translations, enhancements, and other derivative works and improvements of your extensions and applications (including the Merchant Platform or Reseller Platform, as applicable),

(Your Products), to the extent Your Products do not infringe any of Uber's or its Affiliate's Intellectual Property Rights. You are solely responsible for all costs incurred by you in the creation and maintenance of Your Products.

(b) You are solely responsible for selecting all content made available through and contained in Your Products and for ensuring that such content complies with this Agreement and any other requirements applicable to such content. You are fully responsible for any information you provide to Uber or its Affiliates via the Uber Direct API.

(c) You represent and warrant that:

(i) you have the right to distribute, or otherwise make available Your Products to your end users;

(ii) Your Products comply with all applicable Laws as well as applicable terms of service and privacy notices; and

(iii) Your Products do not and will not infringe the rights of any third party.

4.2 Your Content and Marks

Uber and its Affiliates may:

(a) produce and distribute incidental depictions, including screenshots, video, or other content from your Uber Direct API client; and

(b) use your company or product name, trademarks, and trade dress,

(together Your Content and Marks) in the course of Uber's or its Affiliates worldwide promotion, marketing, or demonstration of the Uber Direct API.

4.3 Third Party Content

The Uber Direct API and related services may contain content owned by a third party. This content is the sole responsibility of the third party that makes it available. Additionally, content accessible through the Uber Direct API may be subject to the Intellectual Property Rights of third parties. User-generated content obtained by Uber or its Affiliates will be governed by Uber's User Generated Content Policy available at: https://www.uber.com/legal/en/document/?name=user-generated-content-policy&country=new-zealand&lang=en (or a replacement URL).

4.4 License and Use Restrictions

Uber sets and enforces limitations on the use of the Uber Direct API. You must not circumvent, or attempt to circumvent, such limitations as they apply to the Uber Direct API or as otherwise set forth in this Agreement, except as approved in writing by Uber. Uber may limit the number or nature of network calls that you or your application (including your Merchant Platform or Reseller Platform, as applicable) may make. Uber may, acting reasonably, change such usage limits from time to time in accordance with the terms of this Agreement and may use any reasonable means to enforce its usage limitations or prevent overuse of the Uber Direct API.

Service Terms – Aggregator Platform

WHAT IS AN AGGREGATOR PLATFORM?

An Aggregator Platform allows you to request Delivery Services via a third party's platform (such as an API, mobile application, cloud platform or website) that is integrated with Uber's API's or systems. These Service Terms describe access to Uber Direct via an Aggregator Platform and the circumstances in which you can choose to use an Aggregator Platform to request Delivery Services.

1. APPLICATION OF THESE TERMS

The terms and conditions set out in these Service Terms will apply if you choose to access Uber Direct or request Delivery Services via an Aggregator Platform.

2. AGGREGATOR PLATFORMS

(a) Upon execution of this Agreement, you may choose to access Uber Direct and request Delivery Services via an Aggregator Platform.

(b) If you choose to use an Aggregator Platform, you must comply with the Aggregator Platform Terms when using the Aggregator Platform to access Uber Direct. To the extent that there is any inconsistency between the Aggregator Platform Terms and this Agreement, you must comply with the terms of this Agreement.

(c) You acknowledge and agree that:

(i) neither Uber or Portier NZ has any responsibility for the operation of the Aggregator Platform. Aggregator Platforms are solely the responsibility of the relevant Aggregator. If you have any issues accessing Uber Direct or requesting Delivery Services via the Aggregator Platform, then you should contact the Aggregator;

(ii) to the maximum extent permitted by law, Uber and Portier NZ provide no guarantees or warranties in respect of the Aggregator Platform, including in relation to its availability, it being error free or its ability to enable you to request Delivery Services; and

(iii) neither Uber or Portier NZ has any responsibility for the Aggregator Terms, including your or the Aggregator's compliance with those terms. The Aggregator Terms are solely between you and the Aggregator. If you have any issues about the Aggregator Terms (including the Aggregator's compliance with those terms), then you should contact the Aggregator.

3. DELIVERY FEES

(a) Notwithstanding section 7.1 (Delivery Fee) of the General Terms, if you request Delivery Services via an Aggregator Payment Processor, the Delivery Fees may be calculated in accordance with the Aggregator Pricing.

(b) The Aggregator Payment Processor is responsible for notifying you of the Aggregator Pricing.

4. RESPONSIBILITY FOR USE OF THE AGGREGATOR PLATFORMS

(a) Subject to section ‎‎4(b) of these Service Terms:

(i) you are responsible for all charges incurred by you via the Aggregator Platform, regardless of whether or not a charge was authorised by you; and

(ii) you are responsible for charges incurred due to fraudulent or other unpermitted activity that occurs through your accounts linked to the Aggregator Platform. You must notify the Aggregator and Uber promptly upon discovery of fraudulent or unpermitted activity occurring through your accounts linked to the Aggregator Platform.

(b) You are not liable to pay any charges to the extent that those charges have been incurred as a result of any fraudulent, unlawful or negligent act or omission by Uber, Portier NZ or their Affiliates.

5. DEFINITIONS

(a) Except as specified below, capitalised terms in these Service Terms have the meanings given in section 23.1 (Definitions) of the General Terms.

(b) The following additional definitions apply to these Service Terms:

Aggregator Pricing means the pricing notified to you by the Aggregator, being:

(a) the pricing set out on the Standard Fee Webpage; or

(b) alternative pricing that has been agreed between the Aggregator and Portier NZ.