These Third-Party Terms and Conditions (“Third Party T&Cs”) are incorporated by reference in the agreement (“Agreement”) between you (“Company”) and Uber USA, LLC (together with its affiliates, “Uber”) governing Company’s access to Uber’s Taxi API.
Company agrees to comply with the terms and conditions corresponding to the applicable third-party product(s) (“Third-Party Product”) listed below. Defined terms not defined herein shall have the same meaning as set forth in the Agreement. In the event of a conflict between these Third Party T&Cs and the Agreement, these Third Party T&Cs will control. These Third Party T&Cs are subject to change at any time.
Section I. Google Maps Content
“Third Party Address Sharing” means the applicable Google Maps Content that Uber shares with Company, only if and as needed pursuant to the Program to facilitate a Ride requested by Uber’s end user.
“Google Maps Content” means Google map data that Uber provides to Company in connection with a Ride requested by Uber’s end user.
“Ride” means the physical transport of person(s).
B. INTELLECTUAL PROPERTY
1. Google’s Intellectual Property. Subject to any license grants expressly made in these Third-Party T&Cs, all legal rights, title, and interests in and to the Google Maps Content is and shall at all times remain with Google or its licensors, and Company shall not at any time during or after the expiration or termination of the Agreement in any way question or dispute the ownership thereof by Google or its licensors.
2. Derivative Works. Company is prohibited from creating any change, modification, translation, addition, extension, upgrade, update, improvement, new version, or other derivative work of the Google Maps Content.
C. USE OF GOOGLE MAPS CONTENT
1. Google Maps Content. Uber will provide to Company the Google Maps Content as described in Section I.C.2 (Company Caching Permissions) solely for Third Party Address Sharing, provided that Company will be subject to the obligations and restrictions described herein.
2. Company Caching Permissions. Company may cache the applicable Google Maps Content for the applicable Caching Period, and may use the cached Google Maps Content only for the applicable Permitted Purposes as described below:
- Google Maps Content: address_components[ ]; formatted_address; geometry.location.lat; geometry.location.lng
- Caching Period: 30 consecutive calendar days, after which Company must delete the cached Google Maps Content
- Permitted Purpose: Facilitate the same RIde requested by Uber’s end user
3. Cache Access Control and Security Terms. Company will maintain reasonable administrative, physical, and technical safeguards to protect cached Google Maps Content in a Company-side cache against unauthorized disclosure, access, or use. These safeguards include, as applicable:
(a) maintaining controls to ensure that access to cached Google Maps Content will be limited to individuals who have a legitimate need to use cached Google Maps Content for Permitted Purposes under the Agreement;
(b) maintaining a record of the individuals with access to and justification to access the Company cache;
(c) promptly terminating an individual’s access to cached Google Maps Content when such access is no longer required for a Permitted Purpose under the Agreement;
(d) promptly notifying Uber of any known unauthorized access to or use of cached Google Maps Content; and
(e) providing ongoing contractual and information protection training and supervision for all individuals who access and use cached Google Maps Content under the Agreement.
4. No Sharing Google Maps Content. Company may not provide access to or disclose Google Maps Content to any third parties. For the avoidance of doubt, Company may use Google Maps Content to provide pick up and drop off location to Drivers as needed pursuant to the Program to facilitate a Ride requested by Uber’s end user.
5. Additional Terms. Except as provided to the contrary herein, Company’s obligations under this agreement are subject to the terms of the third-party agreement between Company and Google for Company’s use of Google’s map services.
6. Compliance Certification. Each November 1st and May 1st during the Term of the Agreement, Company will provide Uber with a certification of its compliance with the terms of this Agreement relating to its use of Google Maps Content, signed by an executive authorized to bind Company, in the form attached as Appendix 1 (Compliance Certification Form).
7. Effects of Termination. Within 30 days after the Agreement expires or terminates or upon Uber’s written notice to Company that Uber will no longer provide Company the Google Maps Content, Company will provide a final certification covering its compliance until the end of the Term or the period in which Uber provides Company the Google Maps Content. If the Agreement terminates or expires or upon written notice provided by Uber under this section, then Company must delete any cached Google Maps Content.
Section II. DISCLAIMER OF WARRANTIES
A. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DATA IS PROVIDED "AS IS" AND UBER AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER WHETHER EXPRESS OR, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND, FITNESS FOR A PARTICULAR PURPOSE AND TITLE.
Section III. EFFECT OF TERMINATION OR EXPIRATION
A. Termination. Uber may at its sole discretion discontinue use of any Third Party Product and terminate any part of these Third Party T&Cs at any time by providing written notice to Company.
B. Effects of Termination. WIthin 30 days after any of these Third Party T&Cs terminate, Company must delete any cached content provided under these Third Party T&Cs.
Appendix 1 (Compliance Certification Form)
To: Uber USA, LLC
Re: Google Map Data Compliance Certification
[Company] certifies that it is compliant with the terms and conditions of the Agreement relating to its use of Google Maps Content, including Section 3 (Use of Google Maps Content), as of [insert Effective Date for the first certification, and the date of the last compliance certification for each subsequent certification] and through the date below.
[Insert only in the Final Certification after the Agreement has terminated: [Company] confirms that it will comply with Section III.B (Effects of Termination).]
Signed by an authorized officer of [Company] on the date below.