These Terms and Conditions (the “Terms") are hereby accepted and agreed to by (“Company”), and constitute a legally binding agreement by and between Company and Uber Technologies, Inc. with offices located at 1515 3rd St., San Francisco CA 94158 (“Uber") in conjunction with the “Cover Sheet,” together the “Agreement.” These General Terms set forth the terms and conditions under which Company may obtain services related to Mobility Solutions.
The following terms, as may be used in the Terms, shall have the meanings set forth below: “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability to ensure that the activities and business of that entity are conducted in accordance with the controlling entity’s wishes or the right to receive the majority of the income of that entity on any distribution by it of all of its income or the majority of its assets on a winding up of that entity. “Deliverables” means the specific materials, designs, logistics plans or other deliverables that are provided by Uber to Company as a result of performing the Services (as contemplated in Cover Sheet). “Intellectual Property” shall mean all worldwide rights in and to intellectual property, including, without limitation rights to inventions, trade secrets, know-how, technology, research tools, data, software, improvements and rights of authorship and attribution, whether or not protected by patents or copyrights, and including, without limitation, patent applications, patents, trade secret rights, copyrights, trademarks, and other exclusive or non-exclusive rights pertaining to intellectual property owned or controlled by a party. “Mobility Solutions Services” or “Service(s)” shall mean any combination of Uber’s operational and logistical consulting, data analysis, and technology services to create custom transportation program design(s) for Company. “Service Fee” shall mean the service fees applicable to Company’s use of Uber’s Mobility Solutions Services as set forth in the cover sheet executed by the parties (hereinafter referred to as the “Cover Sheet”) or otherwise agreed to between Uber and Company. “Uber App” shall mean Uber’s mobile application or mobile website m.uber.com required for use of the “Uber Ride App Service,” as may be updated by Uber from time to time. “Uber Ride App Service” shall mean the Ride App Service that, when used in conjunction with the Uber App enables users to request ground transportation from independent third-party providers.
Designated representatives of Uber’s (referred to as “Operations Coordinator(s)”) will carry out the Mobility Solutions Services as described in Cover Sheet. Uber’s contact with Company shall be through an individual representative of Company designated by Company (referred to as “Administrator.”) The manner and means by which Uber chooses to complete the Services are in Uber’s sole discretion and control. Unless otherwise specified in the Cover Sheet, Uber shall provide all necessary equipment, tools and other material, at Uber’s own expense, necessary to complete the Services. Uber reserves the right to add, remove and update features, services, and any functionality of Uber App, the associated Uber Ride App Service, and any other associated materials and properties (including any websites, dashboards, links, marketing materials, etc.) at any time.
This agreement shall commence upon Company’s acceptance of the Terms and shall remain in effect until terminated as set forth in Cover Sheet (the “Term”). Uber may terminate this agreement with or without cause upon five (5) days’ advance written notice to the other party. All outstanding payment obligations and Sections 1, 2, 3, 7, 8, 10-12 of these General Terms shall survive the termination of this agreement.
Company may appoint additional Administrators at its discretion upon written notice to Uber (email shall suffice). Company agrees it shall be responsible for any payment obligations arising out of all activity and services performed by Uber at any Administrator’s direction regardless of whether or not such directive was given orally or in writing.
a. Service Fees. Company shall pay the fees as set forth in the Cover Sheet.
b. Taxes. Unless otherwise indicated on the Cover Sheet, all Service Fees are exclusive of applicable taxes, and Company agrees to be responsible for the payment of any such taxes assessed on such Service Fees including, but not limited to, all sales, use, VAT or similar taxes, except for taxes based on Uber’s income. All payments are nonrefundable except as may be expressly provided otherwise herein. Each party shall be responsible for its costs and expenses associated with its performance under this agreement.
a. License to Marks; Restrictions. Each party hereby grants to the other party a non-exclusive, non-transferable, non-sublicensable, royalty-free license in the United States during the Term of this Agreement to use the other party’s name, logos, trademark, designs, social media or other handles, hashtags, and other forms of identification that are provided to the other party (individually referred to as “Uber Marks” and “Company Marks,” and collectively as “Marks”) solely for purposes of the Mobility Solutions Services as set forth herein. A party’s use of the other’s Marks is subject to the owner’s prior written approval of each such use (including, but not limited to approval of messages containing any of the Marks delivered through social media platforms such as Twitter and Facebook) in advance of distribution or publication, not to be unreasonably withheld. Except to the extent necessary for a party to perform its obligations hereunder, neither party shall have the right to authorize others to use the other party’s Marks and a party’s use of the Marks shall include all standard proprietary notices prescribed by the owner. All uses of the other party’s Marks shall (i) be appropriate and dignified and benefit the party’s public image and (ii) inure solely to the benefit of that party. Parties acknowledge and agree that the Marks and the goodwill represented thereby are owned and controlled by the owner of the Marks and that neither this Agreement nor the performance thereof by any party will give the other party any ownership or proprietary interest in said Marks. This license shall cease upon the termination or other expiration of this Agreement.
b. Intellectual Property. Uber owns and shall retain all rights, title and interest in and to its Intellectual Property, and nothing in this Agreement or in Cover Sheet shall be deemed to grant any license or rights to the Company.
c. Development and Work Product. Each party acknowledges and agrees that there shall be no development of technology or intellectual property by either party for the other party pursuant to this Agreement. To the extent the Services involve the development of solution specific content, media, or CAD design, Uber agrees that all work product developed by Uber, or Uber’s employees (solely or jointly with others) under the scope of this Agreement, including all Deliverables (collectively, the “Work Product”) provided under Services and Features are and shall be protected as a “work made for hire” and, as such, shall be and remain the sole and exclusive property of Company to do with what it will, unless otherwise expressly set forth in this Agreement or a Non-Disclosure Agreement.
Except for Retained Rights (defined below), Uber hereby irrevocably assigns, transfers and conveys to Company all worldwide right, title and interest in and to the Work Product and all Intellectual Property therein. Except as set forth below, Uber retains no rights in the Work Product and agrees not to challenge the validity of Uber’s ownership in the Work Product.
d. Retained Rights. Uber retains all right, title and interest in and to Intellectual Property (a) owned, made, conceived or reduced to practice by Uber prior to the Effective Date of this Agreement or (b) developed by Uber during the Term of, but outside the scope of, this Agreement (collectively, the “Retained Rights”).
e. Ownership. Uber and its Affiliates are and shall remain the owners of all right, title and interest in and to the Uber App, including any updates, enhancements and new versions thereof, and any Uber Confidential Information provided under this agreement, and any and all related materials and documentation provided or made available to Company or any proposed or current Administrator in connection with the Mobility Solutions Services and this agreement.
The term “Confidential Information” shall mean any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with the Terms, whether orally or in physical form. For avoidance of doubt, any underlying data provided by Uber in connection with “Data Insights” (if this category is included in Company’s Mobility Solutions Package Services and Features on Cover Sheet) will be considered Confidential Information. However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not, to Receiving Party's knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, or (d) that Disclosing Party provides written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes permitted under this Agreement and (b) it will not disclose the Confidential Information to any third party other than Receiving Party’s employees or agents who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein. In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defenses to disclosure. Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.
As of the Effective Date of these Terms, neither party contemplates the transfer or processing of Personal Data hereunder. However, in the event that either party intends to begin processing Personal Data hereunder, the parties shall agree to negotiate in good faith the terms and conditions of such processing.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, UBER PROVIDES THE UBER RIDE APP SERVICE, UBER APP “AS IS” AND WITHOUT WARRANTY. UBER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE UBER RIDE APP SERVICE, AND UBER APP WILL MEET COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF THE UBER SERVICE, AND UBER RIDE APP WILL BE UNINTERRUPTED OR ERROR FREE WITH THE DEPLOYMENT OF MOBILITY SOLUTIONS SERVICES. UBER HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE UBER RIDE APP SERVICE, AND UBER APP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY ACKNOWLEDGES AND AGREES THAT THE UBER RIDE APP SERVICE IS A TECHNOLOGY SERVICE THAT ENABLES ACCESS TO REQUEST ON-DEMAND GROUND TRANSPORTATION SERVICES PROVIDED BY INDEPENDENT THIRD-PARTY PROVIDERS. UBER IS NOT A TRANSPORTATION PROVIDER. UBER DOES NOT GUARANTEE AVAILABILITY OF TRANSPORTATION OR LOGISTICS SERVICES, ON-TIME ARRIVALS OR DEPARTURES THEREOF, OR ANY OTHER SERVICES LEVELS RELATED TO INDEPENDENT TRANSPORTATION PROVIDERS THAT MAY BE OBTAINED VIA THE UBER RIDE APP SERVICE.
Company (the “Indemnifying Party”) will indemnify, defend and hold harmless Uber (the “Indemnified Party”), its Affiliates and their respective directors, officers, employees, agents, successors and assigns against all claims, damages, losses and expenses (including reasonable outside attorney fees) with respect to any third-party claim arising out of or related to (a) a breach (or claim that, if true, would be a breach) of any of the Indemnifying Party’s representations or warranties in these Terms, or (b) the infringement of a third party’s intellectual property rights by the Indemnifying Party’s Marks, but only if such Marks have been used by the Indemnified Party in the manner approved by the Indemnifying Party. The Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.
OTHER THAN WITH RESPECT TO (i) A PARTY’S INDEMNIFICATION OBLIGATIONS, (ii) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 HEREIN, OR, (iii) DAMAGES ARISING FROM EITHER PARTY’S BREACH OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN SECTION 9 HEREIN, (A) IN NO EVENT SHALL UBER OR COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT), SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY COLLECTIVELY ARISING OUT OF THIS AGREEMENT AND ALL PRODUCT ADDENDUM, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF UBER OR COMPANY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE COLLECTIVELY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (X) FIFTY THOUSAND DOLLARS ($50,000), AND (Y) THE TOTAL AMOUNTS PAID OR PAYABLE BY COMPANY TO UBER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE LIABILITY.
a. These General Terms shall be governed by and construed in accordance with the laws of the state of California without regard to its choice or conflict of laws provision.
b. Any notice required or permitted to be delivered to Company or Uber by this agreement shall be to the addresses specified by each party on the Cover Sheet.
c. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.
d. In the event any provision of this agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect. These Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this agreement, upon notice to the other party, to (a) an Affiliate of such party, or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns.