These Uber Collaboration Terms and Conditions (“Collaboration Terms”) are expressly incorporated into and made a part of the Uber Multi-Purpose Taxi Collaboration Agreement, the Uber Rental Car Partner Collaboration Agreement or the Uber Taxi Dispatcher Collaboration Agreement, as applicable (each of which, together with the Collaboration Terms,, collectively, the “Agreement”).
Fees to be paid by one party to the other party in connection with the Agreement are set forth on the Uber Multi-Purpose Taxi Collaboration Agreement, the Uber Rental Car Partner Collaboration Agreement or the Uber Taxi Dispatcher Collaboration Agreement, as applicable. Except as may be expressly agreed in the Uber Multi-Purpose Taxi Collaboration Agreement, the Uber Rental Car Partner Collaboration Agreement or the Uber Taxi Dispatcher Collaboration Agreement, as applicable, each Party shall be responsible for its costs and expenses associated with its performance under the Agreement.
與本協議有關之一方應向他方所支付之費用，已明定於《優步網際網路系統多元化計程車合作協議》、《優步網際網路系統租賃車合作服務協議》或《優步網際網路系統計程車派遣合作協議》。 除《 優步網際網路系統多元化計程車合作協議》、《優步網際網路系統租賃車合作服務協議》或《優步網際網路系統計程車派遣合作協議》已有明文規定之情形外，協議之各方應各自負擔其基於履行本協議而支出之相關成本及費用。
The term “Marks” shall mean the trademarks, service marks, trade names, logos, slogans and other identifying symbols and indicia of the Company (“Licensor”). Licensor hereby grants to Uber (“Licensee”), solely during the Term, a limited, royalty- free, non-exclusive, non-transferable, non-assignable (except as set forth in Section 11.3) license, without the right to sublicense, to use and display the Licensor’s Marks solely for the purpose of the Agreement. All use of a Licensor’s Marks by Licensee will be in the form and format approved by Licensor, and Licensee will not otherwise use or modify Licensor’s Marks without Licensor’s prior written consent. All goodwill related to Licensee’s use of Licensor’s Marks shall inure solely to the benefit of Licensor. Marks will at all times remain the exclusive property of the respective Licensor. Except as expressly set forth herein, Licensor does not, and shall not be deemed to, grant Licensee any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Licensor.
「標誌」一語，係指公司（以下簡稱「授權人」）之商標、服務標章、商品名稱、徽標(logos)、標語及其他具有識別公司（以下簡稱「授權人」）之符號與標記而言 。授權人茲此授予優步（以下簡稱「被授權人」），僅於本條款有效期間內，且僅就本協議之目的而使用及展示授權人之標誌，得享有有限、無償、非專屬、不可移轉、不可轉讓及不可再授權之使用及展示權限 （除第11.3條規定之情形外）。被授權人對授權人標誌之所有使用，應依照授權人許可之形式與方式進行，未經授權人之事前書面同意，被授權人不得以其他方式使用或修改授權人之標誌。所有與被授權人使用授權人標誌相關之商譽利益均應歸於授權人單獨享有。無論任何時候，標誌均應為各該授權人之專屬財產。除本協議有明文規定外，授權人並未，且不應被視為，授予被授權人任何智慧財產權或其他專屬權利之授權或權利。本協議此處未明文授與之所有權利，仍明示保留予授權人所有。
EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS AGREEMENT. Any development activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between Uber and Company prior to the commencement of any such activities.
The term “Confidential Information” shall mean any confidential or proprietary business, technical or financial information or materials of a party or any of its Affiliates (“Disclosing Party”) provided to the other party or any of its Affiliates (“Receiving Party”) in connection with the Agreement, whether orally or in physical form, and shall include the terms of the Agreement. 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 gave written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure.
「機密資訊」 一語，係指任何一方或其關係企業（以下簡稱「提供方」），無論以口頭或書面方式，向他方或其關係企業（以下簡稱「接收方」）提供任何與本協議相關之機密性或專屬性的業務上、技術上或財務上之訊息或素材，且應包括本協議之內容條款。但機密資訊不包含下列資訊：(a)接收方所已知之資訊且對該資訊並無保密義務；(b)接收方自第三方獲得之資訊，且就接收方之認知，第三方就該等資訊並不存在保密義務；(c) 該資訊為已公開或成為公眾可獲得之訊息，且非出自接收方違約行為所致，或(d)提供方以書面方式允許接收方揭露資訊，但僅限於該同意之揭露範圍。
Except as required by applicable Laws (defined below), Receiving Party agrees that (a) it will use Confidential Information of Disclosing Party solely for the purpose of the Agreement and (b) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party’s employees or agents, on a need-to-know basis, who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein, provided that Receiving Party remains liable for any breach of the confidentiality provisions of the Agreement by its employees or agents. The Receiving Party will protect the Confidential Information of the Disclosing Party 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. In the event Receiving Party receives a subpoena or other administrative or judicial demand for any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena or demand and allow Disclosing Party to assert any available defenses to disclosure. Upon request by Disclosing Party, Receiving Party will return or destroy all copies of any Confidential Information of the Disclosing Party. Confidential Information will at all times remain the property of the Disclosing Party.
Each party hereby represents and warrants that (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its origin; (iii) it has not entered into, and during the effectiveness of this Agreement will not enter into, an agreement that would prevent it from complying with this Agreement; (iv) it will comply with all applicable Laws in its performance of this Agreement; and (v) the content, media and other materials used or provided in any marketing or promotional activity contemplated under this Agreement shall not infringe or otherwise violate the Intellectual Property rights, rights of publicity or other proprietary rights of any third party. Company hereby represents and warrants that all documents and information provided to Uber are complete and accurate in all respects.
各方茲此聲明及保證：(i)就本協議之簽署及義務之履行，擁有全部之權力與充分之授權；(ii)公司係依據管轄地當地之法律有效成立與存續，並具有良好信譽；(iii) 未簽署及在本協議有效之期間內將不簽署妨礙其履行本協議之任何協議；(iv) 在履行本協議時，將遵循應適用之法律；及(v)依據本協議進行之任何市場行銷或促銷活動中所使用或提供之內容、媒體及其他材料，不得侵害或以他法違反任何第三方之智慧財產權、公開權或其他財產權。公司特此聲明及保證，提供給優步的所有文件與資訊，就各方面而言皆為完整與正確。
Company (the “Indemnifying Party”) shall 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 (i) the negligence or willful misconduct of Indemnifying Party, (ii) a breach (or claim that, If true, would be a breach) of any of the Indemnifying Party’s representations or warranties in the Agreement, (iii) labour or pension claims related to this Agreement brought against the Indemnified Party by the Indemnifying Party’s employees or agents, or (iv) 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. As between Company and Uber, Company is and shall be solely responsible for Drivers’ provision of taxi/transportation services. As such, Company shall indemnify, defend (at Uber’s sole and absolute option) and hold harmless Uber and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from any penalties, fines, social security contributions and/or Taxes directly or indirectly arising out of or related to Drivers’ provision of taxi/transportation services or use of the Uber Platform. 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 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) UBER’S INDEMNIFICATION OBLIGATIONS, OR (ii) DAMAGES ARISING FROM UBER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 4 HEREIN, (A) IN NO EVENT SHALL UBER OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL UBER BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE TOTAL AMOUNTS PAID OR PAYABLE BY COMPANY TO UBER UNDER THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE LIABILITY.
Unless otherwise expressly set forth in the Uber Multi-Purpose Taxi Collaboration Agreement, Uber Rental Car Partner Collaboration Agreement or Uber Taxi Dispatcher Collaboration Agreement, Company must not issue a press release or otherwise refer to Uber in any manner with respect to the Agreement or otherwise, without the prior written consent of Uber.
Supplemental terms apply to Company’s and Drivers’ use of the Uber System, including but not limited to the Partner Terms (defined below) and Driver Addendum (defined below), which may be modified from time to time. Company may also be presented with additional supplemental terms from time to time. Supplemental terms are in addition to, and shall be deemed a part of, this Agreement. This Agreement shall prevail over any supplemental terms in the event of a conflict.
補充條款適用於公司以及使用優步網際網路系統之駕駛人，包括但不限於，《合作夥伴條款》（定義如下）及《車隊隊員駕駛入隊定型化契約》（定義如下），這些條款可能會不定時修改。公司也會不定時被另行提供其他補充條款。 補充條款為本協議之補充，且應被視為本協議之一部分。 如有衝突，本協議效力將優先於任何補充條款。
Process may be served on either party by mail, postage prepaid, certified or registered or return receipt requested or electronic mail to the designated recipient. Any and all notices permitted or required to be given hereunder shall be sent to the address first set forth on the Uber Multi-Purpose Taxi Collaboration Agreement, the Uber Rental Car Partner Collaboration Agreement or the Uber Taxi Dispatcher Collaboration Agreement, as applicable, or such other address as may be provided, and deemed duly given (a) upon actual delivery, if delivery is by hand, (b) one (1) day after being sent by overnight courier, charges prepaid, or (c) by electronic mail to the designated recipient.
The failure of either party to enforce the provisions hereof shall not be construed as a waiver of such provisions. Any modification or amendment to the Agreement shall be effective only if in writing and signed by both parties. In the event any provision of the Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect.
The Agreement 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 the Agreement to (a) an affiliate of such party, or (b) upon notice to the other party, in connection with the sale of all or substantially all of such party’s equity, business or assets. The Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and permitted assigns.
Any delay in or failure by either party in performance of the Agreement shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, without limitation, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage.
Nothing in the Agreement shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties, and neither party shall have the right to enter into contracts on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate written agreement between the parties. Each party shall be solely responsible for its employees and agents used in connection with the Agreement.
The Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersede all prior and contemporary understandings and agreements, whether oral or written, relating to the subject matter hereof.
The Agreement may be executed in one or more counterparts and by exchange of signed counterparts transmitted electronically, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.
The terms used herein shall have the same meanings as defined in the Uber Multi-Purpose Taxi Collaboration Agreement, the Uber Rental Car Partner Collaboration Agreement or the Uber Taxi Dispatcher Collaboration Agreement, as applicable unless otherwise specified, and the following terms shall have the meanings set forth below:
12.1 “Driver Addendum” means the terms and conditions that Company is required to enter into with its Drivers prior to such Drivers providing taxi/transportation services on behalf of Company to Riders;
12.2 “Laws” means all applicable legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, by-laws, and other legislative measures or decisions having the force of law, treaties, conventions and other agreements between states, or between states or other supranational bodies, rules of common law, customary law and equity and all civil or other codes and all other laws of, or having effect in, any jurisdiction from time to time;
12.3 “Partner Terms” means the terms and conditions that Company is required to enter into with Uber prior to any Drivers providing taxi/transportation services on behalf of Company to Riders (as may be updated by Uber from time to time);
12.4 “Representatives” means, in relation to a party, its respective Affiliates and the directors, officers, employees, agents, external legal advisers, lenders, accountants, consultants and financial advisers of that party and/or any of its respective Affiliates;