In the event of any conflict between these Cartop Self Serve Terms and the Underlying Agreements concerning the purchase of digital advertising media space (“Cartop Ad Placement(s)”) for digital advertisements (“Ads”) on digital out of home devices on the tops of cars on the Uber platform (“Cartop(s)”), these Cartop Self Serve Terms shall govern as applied to the subject matter herein. Subject to the foregoing, undefined, capitalized terms in these Cartop Self Serve Terms will have the meaning set forth in the Underlying Agreements.
Together with the Underlying Agreements, these Cartops Self Serve Terms govern your ability to Bid (as defined below) for the opportunity to obtain a Cartop Ad Placement on the Uber Cartops Self Serve Platform. Uber and its affiliates may create additional posted guidelines, rules, and terms and conditions applicable to an Ad or Bid, which when posted will hereby be immediately incorporated by reference into these Cartop Self Serve Terms.
By submitting a Bid, you agree to be bound by these Cartop Self Serve Terms and understand that your Bid will be placed in an auction and only selected Bids will become Ads.
If the individual accepting these Cartop Self Serve 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 Cartop Self Serve Terms, and they have the authority to receive and/or review analytics and reporting. If the individual accepting these Cartop Self Serve Terms does not have such authority, or does not agree with these Cartop Self Serve Terms, such individuals must not accept these Cartop Self Serve Terms and may not submit Bids.
Subject to the Cartop Advertising Guidelines (provided in Section 9 below), Uber authorizes Advertiser to use Uber’s proprietary, automated, self-service tool (the “Uber Cartops Self Serve Platform”) to submit offers for Cartop Ad Placements on one or more Cartops, inclusive of budget amounts, (each, a “Bid”). You agree to only use and access the Uber Cartops Self Serve Platform within its functionality and technical capability, and recognize that such tool is proprietary to Uber and will not circumvent or otherwise exploit the tool in such a way that is not intended.
Bids will indicate the desired dates of flight, cities, targeting if applicable (points of interest, weather, and/or day part), estimated impressions, CPM,and maximum budget. A selected Bid will display Ads on the Cartops when the Cartops are in motion (the “Campaign”) until any budget you’ve set is exhausted.
Advertiser may indicate in its Bid submission its agreement to opt-in to a year-long subscription (the “Subscription”) for recurring weekly flights for its Campaign. The Subscription is billed every week on a recurring basis, unless Advertiser cancels its subscription in the Uber Cartops Self Serve Platform.
Otherwise, Advertiser may cancel an Ad at any time through the Uber Cartops Self Serve Platform and Uber will use commercially reasonable efforts to remove the ad from its servers as soon as possible.
2. Creating Campaigns.
When you use the Uber Cartops Self Serve Platform, you authorize Uber to format the Ads based on the content provided.
When you create a campaign using the Uber Cartops Self Serve Platform, you are required to comply with the Global Advertising Content Policy and Global Advertising Targeting Policy (together, the “Advertising Guidelines”) which are expressly incorporated into these Cartop Self Serve Terms. Uber may, in its sole discretion, (i) refuse to publish Ads that do not comply with theAdvertising Guidelines, (ii) remove non-complying Ads, (iii) delay publication of any Ads and/or any Campaign(s) as a result of non-compliance, and/or (iv) terminate this Agreement as a result of intentional non-compliance with the Advertising Guidelines. Uber reserves the right to update or make changes to the Advertising Guidelines from time to time in its sole discretion, including, without limitation, by posting a revised version of the Advertising Guidelines to the applicable website.
Ongoing Subscription and Fees
The credit card on file will be charged for impressions served on a weekly basis, as determined by Uber in accordance with its standard tracking methodology. Your subscription will continue and automatically renew on a recurring basis corresponding to the term of your subscription unless and until you cancel your subscription, or your account is otherwise suspended or terminated pursuant to these Terms. You will not be charged for Ads served beyond the maximum weekly budget specified in your selected Bid submission.
Advertiser is responsible for paying for Ads, whether such Bid was submitted by Advertiser or Advertiser’s Representative. The Advertiser represents and warrants that their Representative has the authority and capacity to agree to these Terms on behalf of, and legally bind, the Advertiser, and its applicable legal entity or entities.
You will be required to provide a credit card or other payment method accepted by Uber, as updated from time to time. We will charge your payment method on a recurring basis at the end of your subscription period, corresponding to the term of your subscription. For example, if you select a weekly subscription, you will be charged weekly for any impressions served during the previous week (7 days) in which your Campaign runs.
In the event of a failed attempt to charge your payment method, we reserve the right to retry billing your payment method.
4. Advertiser Responsibilities.
- Advertiser is responsible for delivering the digital-ready creative content (“Creative Content”) for the Ads on time (7 business days before the Campaign is set to begin) and as provided in these Terms, or as otherwise specified by Uber. Ads will not be deemed delivered unless in a format specified or otherwise provided by Uber. Uber will not be responsible for disruptions, delays, glitches, pixilation, and/or similar for Ads that are not delivered on-time and as specified by Uber.
- Advertiser is responsible for validating and authorizing 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. You will ensure that your Representatives comply with all restrictions applicable to you under these Cartop Self Serve Terms and all applicable third-party rights, laws, rules and regulations.
5. Uber Responsibilities.
Uber may provide aggregate impression insights. These insights will not reveal precise geolocation information of the campaign, and will be provided in a form and format designated by Uber (the “Report(s)”). Given the nature of the Uber Cartop Program, tags and/or similar tracking methods are not reasonably possible and are therefore not contemplated by this Agreement. As this is an outdoor campaign, Uber does not guarantee any number of impressions.
6. Intellectual Property
- Advertiser grants Uber a limited, royalty-free, non-exclusive and nontransferable license during the Campaign to convert (if necessary), publish, display, and distribute the Ads on Cartops throughout the United States as set forth herein. Uber may not alter or edit the Ads without the prior written consent of Company, however, Uber may resize or reformat the Ads, including any logos as may be necessary to ensure proper display on the Cartop.
- Uber may conduct a case study or survey relating to Ads you run on Cartops and in doing so may use your name and logo, and Uber may use any Ads you run on Cartops for marketing and promotional purposes once the Campaign has ended.
- Neither party will acquire any license or right to any trademarks, service marks, or trade names used by the other party (collectively “Marks”), or the copyrights, or other form of intellectual or commercial property or other proprietary rights of either party and will not use such property or rights in any manner, except as herein permitted. All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the owner of such Marks. All rights not granted are expressly reserved.
7. Representations & Warranties
Advertiser represents and warrants that publication of the Ads by Uber, in any currently existing or future formats or media, will not (i) violate any right of any third party, including but not limited to, any copyright, trademark, patent or right of publicity or privacy, (ii) contain any statement that is false, misleading, deceptive, malicious or defamatory, (iii) violate any applicable law, rule, or regulation, or (iv) contain any claims that are not supported by sufficient prior substantiation. If the Ads are delivered to Uber in electronic form, the Ads will not contain any viruses, worms, malware or other code or devices capable of disabling or interfering with any computer systems or software.
Advertiser will indemnify, defend and hold harmless Uber, its affiliates and their directors, officers, employees and agents against all claims, damages, losses and expenses (including reasonable attorney’s fees) with respect to any third party claim arising out of or related to: (a) the negligence or willful misconduct of Advertiser and its employees or agents in their performance of this Agreement; (b) a breach of Advertiser’s representations, warranties or obligations in this Agreement; or (c) any claims that the Ads infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party or are defamatory or disparaging.
9. Editorial Adjacencies
Given the nature of Uber’s Cartop Advertising program, the Ads will be cycled in with Ads from other third party advertisers. Uber cannot guarantee competitive separation. Uber can only require that all advertisers in the Uber Cartop Advertising Program comply with the Cartop Advertising Guidelines.
Uber reserves the right to update or make changes to these Cartop Self Serve Terms from time to time in its sole discretion, including, without limitation, by posting a revised version of these Cartop Self Serve Terms on our website (or any successor website thereto). You can determine when these terms were last revised by referring to the “Last Updated” legend at the top of these Cartop Self Serve Terms. Uber reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the ability for you to place Bids, with or without notice. You agree that neither Uber nor any of its affiliates shall be liable to you (or to any third party) for any modification, suspension or discontinuance of this Cartops Self Serve Platform or providing you with the ability to place Bids. Except as specifically amended by these Cartop Self Serve Terms, the terms and conditions of the Underlying Agreements and any amendments thereto shall remain in full force and effect.