Last modified: 1/7/2020
Virtual Storefront Product Addendum Terms
Last Updated: December 12, 2019
These Virtual Storefront Product Addendum Terms ("Virtual Storefront Product Addendum") apply to Merchant’s use of the Virtual Storefront product service (as such term is defined in the General Terms and below) and are hereby incorporated into the Agreement between Portier and Merchant, which includes the General Terms currently available at https://www.uber.com/legal/uber-eats/terms/en-us/ (as may be updated from time to time), any Sales Channel Addenda or Order Form used by Merchant, and any other Supplemental Terms (as such term is defined in the General Terms) (collectively, the “Agreement”). Capitalized terms not otherwise defined in this Virtual Storefront Product Addendum will have the meanings otherwise ascribed to them in the Agreement and, in the event of a conflict between the Virtual Storefront Product Addendum and any of the other terms and conditions of the Agreement, the Virtual Storefront Product Addendum will control, but only with respect to the specific matter at issue.
- Virtual Storefront. As further described below, the parties agree that Portier may provide Merchant with a separate and additional tile within the Uber Eats App ("Virtual Storefront" or “_VS_”) through which Merchant may prepare and sell Special Items (as defined below) to Customers. For clarity, Merchant’s VS will appear in addition to Merchant’s normal menu tile(s) on the Uber Eats App. Merchant’s operation of the VS will be subject to the terms and conditions of the Agreement in all respects.
- Special Items. Subject to the terms and conditions of the Agreement, Merchant may sell to Customers via its VS a designated set of meal options that, unless otherwise agreed to by Portier in writing, are materially different from the Items that Merchant otherwise sells or makes available on the Uber Eats App (each, a "Special Item"). Merchant will be required to satisfy certain additional quality and volume standards with respect to the VS and sale of Special Items (as may be communicated and updated by Portier from time to time in its discretion). Unless otherwise agreed to by Portier, Merchant represents and warrants that it will operate the VS at its normal, fully-licensed and permitted kitchen, including, without limitation, with respect to the preparation and sale of all Special Items. Except as expressly set forth in this Virtual Storefront Product Addendum, Special Item(s) will be deemed to be Item(s) for the purposes of the Agreement.
- VS Service Fee. Unless otherwise agreed to by the parties, Portier will charge Merchant a fee percentage of 30% for each order placed through Merchant’s VS (each, a "VS Order").
- Calculation. For each Special Item sold by Merchant via the VS, Portier will calculate the Service Fee (as defined in the General Terms) as follows: the Retail Price of all Special Meals sold by you via the Marketplace on the applicable day (excluding any sales tax collected on your behalf) multiplied by the VS Service Fee percentage ("VS Fee"). The VS Fee shall be net of any taxes that you are liable for. Portier will remit to you the total Retail Price collected for all Special Meals sold by you via the Marketplace (including any sales tax collected on your behalf) less: (a) the retained VS Fee; and (b) any refunds given to your customers (such final remitted amount being the “Special Meal Revenue”). The Special Meal Revenue will be remitted within fourteen (14) business days of the Special Meals being sold.
- VS Activation Fee. Unless otherwise agreed to by the parties, you will pay to Portier a fee of $350 ("VS Activation Fee") in consideration of Portier’s work to activate the VS. You agree that Portier may deduct the VS Activation Fee (or a portion thereof) from the Special Meal Revenue prior to remitting Special Meal Revenue to you until you have paid the full VS Activation Fee.
- Confidential Materials. All data, materials and other information provided to Merchant in connection with the VS, including, without limitation, information relating to Customer demand and preferences, is the Confidential Information of Portier and will be treated as such in accordance with the Agreement.
- VS Marks. Merchant acknowledges and agrees that Merchant is solely and wholly responsible for choosing and providing the name, logos and other Marks that Merchant will use to operate and have displayed on the VS ("VS Marks"). For the sake of clarity, the VS Marks and any other names, logos, images or other Marks associated with any Special Item will constitute Merchant's Marks (as defined in the General Terms) and will be treated as such under the Agreement, including, without limitation, with respect to Merchant's license, representations and warranties, and indemnification obligations under the General Terms.
- Marketing. To further promote Participant’s Special Meals, Portier may reference Participant’s name and VS Marks in marketing materials, including but not limited to social media, websites, and blogs.