Uber Eats for Business Product Addendum to the Uber for Business General Terms and Conditions - United States of America
This Uber Eats for Business 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 Technologies, Inc., a Delaware corporation (“Uber”). This Product Addendum sets forth the terms and conditions upon which Company may use the Dashboard or a third-party software, service, or other platform (“Third-Party Service”) that is integrated with the Uber Service through an Uber API or otherwise (each, a "Service Access Option") to access U4B Eats (defined below). The terms in this Agreement control to the extent applicable to the Service Access Option elected by the Company. 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. Capitalized terms used but not otherwise defined in this Product Addendum shall have the respective meanings ascribed to such terms in the General Terms. Company’s use of U4B Eats is subject to this Product Addendum, as may be modified or updated as set forth in the General Terms.
The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below:
1.1. “Provisioning Tool” means the technology that utilizes Linking Data to authorize Authorized Users to establish an Enterprise Profile.
1.2. “U4B Eats” means the Uber for Business product that, in connection with Uber’s technology systems, enables Company’s employees with an Uber Eats Account to, among other things, request purchase and delivery of foods, which Company can manage through the Dashboard or a Third-Party Service.
1.3. “Uber Eats Account” means an Uber account in which the owner of the account has: (i) installed the Uber Eats App on a compatible mobile device, (ii) registered for and currently maintains an active personal user account for the Uber Eats Service, which requires the entry of certain personally identifiable information and a personal credit card number, (ii) currently complies with the End User Terms, and (iv) confirmed the mobile number provided during the registration process.
1.4. “Uber Eats App” means Uber’s mobile application that enables users to arrange food purchases and related food delivery services from independent third-party providers of such services and goods under agreement with certain of Uber’s Affiliates, as may be updated by Uber from time to time.
1.5. “Uber Eats Service” means Uber’s technology systems that, when used in conjunction with the Uber Eats App, enables users to arrange food purchases and related food delivery services from independent third-party providers of such services and goods under agreement with certain of Uber’s Affiliates.
2.1. Access to Services. Upon execution of this Product Addendum, Uber will use commercially reasonable efforts to enable Company to access U4B Eats via the Dashboard. In addition to the Dashboard features described in Section 4 of the General Terms, the Dashboard will enable Company to (a) view a current list of all Authorized Users who have been authorized to establish, and Authorized Users who have established their Enterprise Profiles, (b) utilize the Provisioning Tool to add Linking Data to maintain an up-to-date list of Authorized Users, (c) add and remove Authorized Users, (d) view food order information and prepare and review activity reports using such food order information, and (e) disable any or all current Authorized Users from their Enterprise Profile. Company may permit Authorized Users with an Uber Eats Account to establish a billing option within their Uber Eats Account (an “Enterprise Profile”) that will allow Authorized Users to bill food and food delivery costs incurred via U4B Eats within the United States of America to one of the following options: (i) a central Company corporate payment card, (ii) a Company-issued individual payment card, (iii) a personal payment card or, (iv) in Uber’s sole discretion, Monthly Billing. User Charges and any Service Fees, if applicable, that are incurred on such Enterprise Profiles will be transmitted to Company via the Dashboard in accordance with the terms and conditions of this Product Addendum and the General Terms.
2.2. Uber Eats Account Required. (a) Uber Eats Account. In addition to all Company obligations regarding Authorized Users in the General Terms, Company further acknowledges and agrees that in order for an individual to be considered an Authorized User under this Product Addendum, such individual must have an Uber Eats Account at all times in which they intend to use U4B Eats. (b) Violations. Company acknowledges that certain Authorized Users may be suspended or banned from use of the Uber Eats Service due to future or past violations of the End User Terms (“Violations”), and that Uber shall have no obligation or liability related to a proposed Authorized User that is unable to obtain or maintain an Uber Eats Account due to Violations. In the event that an Authorized User’s Uber Eats Account is suspended or terminated pursuant to the End User Terms, such Authorized User’s access to the Enterprise Profile shall also be suspended. Furthermore, Uber reserves the right to immediately suspend any or all access to the Enterprise Profile of any Authorized User that has an invalid payment card on their Enterprise Profile, or a rejected Company payment card transaction that was initiated through their Enterprise Profile.
2.3. Enterprise Profile Linking (a) Linking Mechanics. To enable a proposed Authorized User to securely establish an Enterprise Profile, Company will utilize the Provisioning Tool to maintain the list of Authorized User’s: (i) full name, (ii) Company-issued email address, and (iii) other information the parties may mutually agree upon such as phone number (“Linking Data”), which is necessary for authentication and verification purposes. Upon establishing an Enterprise Profile linked to an Uber Eats Account, such Authorized User shall be provided the option to apply User Charges to either (A) such Authorized User’s personal profile or (B) the Authorized User’s Enterprise Profile. (b) Accuracy. Company shall ensure that Linking Data is accurate and complete, and Uber shall not be liable to Company, an Authorized User, a proposed Authorized User or any other party with respect to inaccurate or incomplete Linking Data supplied by Company. (c) Unlinking. An Authorized User’s Enterprise Profile may be unlinked from any such Uber Eats Account at any time by (i) Company unlinking such Authorized User through the Dashboard, or (ii) the Authorized User deleting the Enterprise Profile option from his or her Uber Eats Account. (d) Restrictions. Company agrees to use the Corporate Account and shall cause each Authorized User to, use their Enterprise Profile solely as set forth in this Product Addendum, the General Terms, and the End User Terms.
2.4. Responsibility for User Activity. Uber reserves the right to suspend participation in U4B Eats and/or Uber for Business to Company and/or any Authorized Users for violations of this Product Addendum, the General Terms or the End User Terms. In the event that an Authorized User’s Uber Eats Account is suspended or terminated pursuant to the End User Terms, such Authorized User’s access to U4B Eats and/or Uber for Business shall also be suspended.
2.5. To the extent that Company accesses U4B Eats through a Third-Party Service that is integrated with the Uber Service through an Uber API or otherwise, Company’s access to U4B Eats will be suspended without notice in the event that Uber suspends the Third-Party Service’s access to U4B Eats or the applicable Uber API.
3.1. Service Fee. Company will pay a monthly fee for the use of U4B Eats (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.
3.2. User Charges. All User Charges shall be paid in the ordinary course of the Uber Service through the payment card associated with the applicable Enterprise Profile, unless Company (i) participates in Monthly Billing, in which case Company shall pay such User Charges in accordance with Section 5 of the General Terms, or (ii) participates in batched billing, in which Uber will charge Company’s payment method for User Charges that have accrued during a certain period (e.g., daily, weekly, or another period shorter than a month) (“Batched Billing”).
3.3. Billing Options. (a) Pursuant to Section 5 of the General Terms, Uber may, in its sole discretion, elect to qualify Company to participate in Monthly Billing. (b) If Company does not participate in Monthly Billing: (i) Uber may require, in its sole discretion, that User Charges incurred through Enterprise Profiles shall be paid in the ordinary course of business or according to Batched Billing, as stated above in Section 3.2, 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.
3.4. Account Suspension. Uber reserves the right to immediately suspend Company’s Corporate Account and suspend any or all access to an Enterprise Profile by all Authorized Users for U4B Eats in the event of any unpaid Service Fees or User Charges by Company due on any past Monthly Statements. 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 Service Fees or User Charges hereunder. Reestablishing a Company Corporate Account after full payment of late Service Fees or User Charges 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.
4.1. Roles of Parties. Each party is an independent controller of the Linking Data. Company will provide Linking Data to Uber, for the provision of the Uber Eats Services as described in Section 2 of this Product Addendum.
4.2. Lawfulness. Company acknowledges that the linking process described in Section 2.3, above, requires a verification email to be sent to each Authorized User using the Linking Data, and Company agrees, where necessary, to have a legal basis for such processing and inform the Authorized Users. Company consents to Uber emailing and/or sending SMS messages to such Authorized Users for the purpose of linking and establishing the Enterprise Profile within the Authorized Users’ Uber Eats Account.
4.3. Data Restrictions. Uber agrees to only process the Linking Data for the purposes described in this Product Addendum.
4.4. Security. Uber shall promptly notify Company in the event that Uber learns or has reason to believe that an Information Security Incident has occurred in relation to the Linking Data. The notification will include at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised Linking Data; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Uber will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Company with assurances reasonably satisfactory to Company that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Uber, and if Company determines that notices (whether in Uber’s or Company’s name) or other remedial measures are warranted, Uber will, at Company’s request and at Uber’s cost and expense, undertake the aforementioned remedial actions.
4.5. 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.
All outstanding payment obligations and Sections 1, 3, 5 and 6 shall survive the termination of this Product Addendum.
In addition to the warranties set forth in the General Terms, Company represents and warrants that: (a) Company has all rights and permissions necessary to provide Uber with the Linking Data and any other information provided to Uber hereunder in connection with Uber Eats Service; (b) Company has obtained legally-adequate consent from proposed Authorized Users and Authorized Users as necessary to provide Uber with any personally identifiable information in connection with the Uber Eats Service; (c) Company has notified, and obtained legally adequate consent from, proposed Authorized Users and Authorized Users to receive SMS messages from Uber in connection with linking the Enterprise Profile to the Corporate Account; and (d) Company has notified, and obtained legally adequate consent from, proposed Authorized Users and Authorized Users that Uber will provide Company with detailed trip information for the use of the Uber Eats Service charged to Authorized User’s Enterprise Profile.