Uber Central Product Addendum to the Uber for Business General Terms and Conditions - Canada Terms
This Uber Central Product Addendum (the “Product Addendum”) to the Uber for Business General Terms and Conditions (the “General Terms”) is entered into by and between the company identified within this sign-up page (“Company”) and Uber Rasier Canada Inc., a company registered under the laws of Canada, with an address of 121 Bloor St E., Unit 1600, Toronto, ON M4W 3M5 (“Uber”). Undefined, capitalized terms used herein shall have the meaning ascribed to them in the General Terms. In the event of any conflict between the terms of the General Terms and this Product Addendum, the terms of this Product Addendum shall govern. This Product Addendum sets forth the terms under which a Company may utilize the Dashboard or a third party software, service, or other platform (“Third Party Service”) that is integrated with the Uber Service through an Uber API or otherwise (each, a “Service Access Option”) to access Uber Central. The terms in this Agreement control to the extent applicable to the Service Access Option elected by Company. Company’s use of Uber Central is subject to this Product Addendum, as may be modified or updated by Uber as set forth in the General Terms.
1. DEFINITIONS.
The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below:
“Active User” means an individual with an active personal Uber user account for the Uber Service, the creation of which requires (i) registering with Uber, (ii) and accepting the End User Terms.
“Central User” means an Active User or Guest User.
“Company Personal Data” means information provided by Company to Uber in connection with this Agreement relating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by an Active User.
“Delivery Services” means the delivery services facilitated by independent third party providers (“Third Party Providers”) with respect to items and packages (“Package(s)”) that Company requests to be transported between locations.
“Designated Recipient” means an individual authorized by a Central User to provide information to Uber and receive notifications from Uber, including but not limited to through SMS messages, regarding such Central User’s trip.
“Guest User” means an individual who is not an Active User.
“Uber Central” means the Uber for Business product that, in connection with Uber’s technology systems, enables Company to request rides, or deliveries through Uber Connect when available, on behalf of Company’s customers, clients, employees, or other authorised individuals using the Uber Central product.
“Uber Connect” means an Uber service which enables Company to request the Delivery Services through the Uber Central Dashboard.
2. PROVISION OF SERVICES TO COMPANY.
2.1 Access to Services. Upon execution of this Product Addendum, Uber will use commercially reasonable efforts to enable Company to access Uber Central via the Dashboard. In addition to the Dashboard features described in the General Terms, the Dashboard will enable Company to (a) request rides on behalf of Central Users, (b) when permitted at Uber’s sole discretion, request deliveries in geographic locations within Canada where Uber Connect is available (“Territory”), and (c) view a monthly statement setting forth trips and deliveries requested on behalf of Central Users. Company expressly acknowledges and agrees that any and all transportation services and Delivery Services provided to Central Users are provided neither by Uber nor by Company, but by independent third-party providers. Company acknowledges that any Administrator utilizing Monthly Billing will incur User Charges to the account of Company, and not to the applicable Central User's personal account or credit card.
2.2 Active Users; Guest Users; Designated Recipients. (a) Prior to requesting the Uber Service on behalf of any Central User, Company shall obtain from the Central User and submit to Uber the following information with respect to such Central User: (i) first and last name, (ii) active telephone number; (iii) pick-up and drop-off location; and (iv) pick-up time and other optional trip related data (e.g. billing code, room number, trip purpose, and message to driver) (“Central User Data”), in order to permit Uber to confirm whether such Central User is an Active User or a Guest User. Company shall ensure that all data provided to Uber is accurate and complete, and Uber shall not be liable to Company, any Central User or any other party with respect to inaccurate or incomplete data supplied by Company. (b) Company shall be solely responsible for contacting, or facilitating contact with, any Guest User for whom Company requests the Uber Services. Uber shall have no responsibility for contacting or providing messaging of any sort pursuant to this Product Addendum to any individual who is not a Central User. (c) Company acknowledges that any Central User may be suspended or banned from use of the Uber Service due to future or past violations of the User Terms or Uber’s Community Guidelines ("Violations"), and that Uber shall have no obligation or liability related to a Central User that is unable to utilize the Uber Services. (d) Company may provide to Uber the name and phone number of Designated Recipient(s) in order for Uber (at Uber’s sole discretion) to provide notifications and detailed trip information, including real-time trip status, regarding a Central User’s trip or a delivery to such Designated Recipient, including via SMS. Uber shall not be liable to Company, any Central User, any Designated Recipient, or any other party with respect to inaccurate or incomplete information supplied by Company related to any Designated Recipient.
2.3 Restrictions. Company agrees to, and to cause all Central Users to, use the Uber Service and Uber App solely as set forth in this Product Addendum, the General Terms, and the End User Terms; provided, however, that in the event of a conflict between this Product Addendum, the General Terms and the End User Terms with respect to Company or any authorised Central User or an Administrator employing Uber Central with the Uber Service, the terms of this Product Addendum shall control, followed by the General Terms, then the End User Terms. Uber reserves the right to suspend Company’s use or any Administrator’s use of Uber Central and the Corporate Account for violations of this Product Addendum, the General Terms or the End User Terms. Company shall not impose any additional fees or charges on a Central User or to any other third party related to use of the Uber Central or the Uber Service.
2.4. To the extent that Company accesses Uber Central through a Third Party Service that is integrated with the Uber Service through an Uber API or otherwise, Company’s access to Uber Central will be suspended without notice in the event that Uber suspends the Third Party Service’s access to Uber Central or the applicable Uber API.
3. UBER CONNECT TERMS.
3.1 Uber Connect Acknowledgements.
3.1.1 Company acknowledges that the availability of and Company’s access to Uber Connect is at Uber’s sole discretion and Uber may cease offering or deny access to Uber Connect or any portion of the Delivery Services to Company at any time and for any reason.
3.1.2 COMPANY ACKNOWLEDGES THAT COMPANY’S ABILITY TO OBTAIN DELIVERY SERVICES THROUGH THE USE OF UBER CONNECT DOES NOT ESTABLISH UBER AS A PROVIDER OF TRANSPORTATION, LOGISTICS OR DELIVERY SERVICES OR AS A TRANSPORTATION CARRIER AND THAT ALL SUCH TRANSPORTATION OR LOGISTICS OR DELIVERY SERVICES ARE PROVIDED BY THIRD PARTY PROVIDERS WHO ARE NOT EMPLOYED BY UBER OR ANY OF ITS AFFILIATES.
3.1.3 Company acknowledges that Uber will have no liability to Company for the Delivery Services, including any loss, damage, non-delivery, or delay in the delivery of items or Packages requested by Company for delivery, or any unexpected issues or changes made by Uber to Uber Connect in its discretion that could arise during Company’s use of Uber Connect. Uber does not take title to any items that are requested for delivery through Uber Connect. Company agrees that no bailment is created by Company’s use of Uber Connect, and Uber is not a bailee of goods.
3.2 Central Users and Uber Connect. Prior to requesting the Delivery Services through Uber Connect, Company shall collect and submit to Uber information about the primary third party sender(s) and/or recipient(s) of the items, including first and last name and active telephone number, in accordance with Section 2.2, and such individual(s) will be considered Central User(s).
3.3 Prohibited Items. Company may not access Uber Connect to request Delivery Services for any of the following prohibited items (“Prohibited Items”): (i) people or animals; (ii) illegal items; (iii) firearms, weapons, ammunition, and their parts; (iv) alcohol; (v) highly perishable food or beverages (e.g., raw meat or dairy products); (vi) pharmaceutical products, over-the-counter medications, vitamins, or supplements; (vii) recreational drugs, drug paraphernalia, cannabis products, or tobacco products; (viii) money, gift cards, lottery tickets, or transferable securities; (ix) dangerous or hazardous items, including: explosives, items that are poisonous or flammable (e.g., paints or adhesives containing a flammable liquid); products identified as a hazardous product under the Hazardous Products Act, RSC 1985, c H-3 and regulations thereunder including the Hazardous Products Regulations, SOR/2015-17; nuclear substances; products, substances or organisms identified as dangerous goods under the Transportation of Dangerous Goods Act, 1992, SC 1992, c 34 or identified as hazardous waste or hazardous recyclable material under the Export and Import of Hazardous Waste and Hazardous Recyclable Material Regulations, SOR/2005-149 or Interprovincial Movement of Hazardous Waste Regulations, SOR/2002-301; hazardous waste (e.g., hypodermic needles); infectious substances, medical waste; (x) stolen goods; (xi) fragile items; (xii) sexual aids or obscene or pornographic material; (xiii) livestock, regulated species (e.g., noxious weeds, prohibited seeds), or animal parts, bloods, or fluids; or (xiv) any items for which Company does not have permission to send. Uber maintains the discretion, acting reasonably and in good faith, and for safety, health, or regulatory reasons, to designate additional Prohibited Items or categories of Prohibited Items, provided that Uber notifies Company of such changes.
3.4 Delivery Restrictions and Obligations.
3.4.1 The Package(s) requested to be transported as part of the Delivery Services, by vehicle, together, per trip, (i) may not be greater than 14 kilograms, and (ii) must fit comfortably in the trunk of a mid-size motor vehicle. Company must prepare and securely close and seal the Package(s) for safe delivery.
3.4.2 Company acknowledges that Third Party Providers shall not be responsible for packaging the items into the Package(s).
3.4.3 Company must ensure that the Package(s) are readily available for pickup upon arrival of a Third Party Provider at the requested pickup location.
3.4.4 Company acknowledges that Third Party Providers are not responsible for leaving their vehicles or loading or unloading items from their vehicles unless otherwise agreed by Uber in writing.
3.4.5 Unless otherwise agreed by Uber in writing, Company agrees to instruct the applicable personnel or Central Users at the pickup and dropoff locations to meet the Third Party Provider at their vehicle and load or unload the Package(s) from the vehicle. Company agrees that it is responsible for communicating with applicable personnel or Central Users at the pickup and dropoff locations to inform them of the Third Party Provider’s arrival in order to facilitate timely pickups and dropoffs.
3.4.6 Company understands that the Third Party Provider will not purchase items requested as part of the Delivery Services.
3.4.7 As between Uber and Company, Company will be responsible for all support to third party senders and recipients, including resolving any disputes or concerns from Central Users or Designated Recipients related to the requested Delivery Services via use of Uber Connect.
3.4.8 Company agrees that it will limit pickup and dropoff locations for deliveries to within the Territory.
3.4.9 If Company uses Uber Connect to arrange delivery services and send food or beverages not otherwise prohibited by this Product Addendum, Company assumes full responsibility for such items after delivery, including any damage due to temperature sensitivity and/or tampering. Company further assumes full responsibility for chilling any perishables immediately upon delivery to help maintain the safety and quality of such items. To the extent required by applicable law, and only for the purpose of the expedited provision of items, food and beverage items are sold or delivered to third parties under Company’s retail and food delivery license privileges.
3.5 Refusal or Rejection of Deliveries.
3.5.1 At a Third Party Provider’s sole discretion, a Third Party Provider may refuse to pick up or deliver the Package(s), or cancel the delivery after acceptance for any reason not prohibited by law; provided at all times, Third Party Providers must comply with Uber’s Community Guidelines.
3.5.2 Company understands that if a Third Party Provider refuses to accept Package(s) due to size or weight, or such Package(s) include a Prohibited Item, or because the Third Party Provider is asked to purchase such Package(s), Company may be responsible for: (1) a cancellation fee, in accordance with Uber’s cancellation policies; and (2) any Return Fees, as defined below. Cancellation fees and Return Fees will be considered User Charges.
3.6 Delivery, Redelivery, and Undeliverable Packages.
3.6.1 If the Third Party Provider is not able to complete the delivery of the Package(s) because, for example, the recipient is not at the delivery location to accept the delivery or the delivery otherwise cannot be completed according to Company’s dropoff instructions, the Third Party Provider may attempt to arrange for the return of the items to Company. Company acknowledges and agrees that Company may be charged for any costs associated with a delivery failure or a return delivery (“Return Fees”). Return Fees will be considered User Charges.
3.6.2 If the Third Party Provider is not able to return the items, Company acknowledges and agrees that the items may be left at: the original pickup location; an alternative location, including a safe place near the delivery location as instructed by Company to the Third Party Provider; an Uber Greenlight Hub (if available in the particular market); or, provided Company sends the Third Party Provider written instruction via the Uber Service, at the delivery location. To the extent feasible and if requested by Company, Uber will also attempt to facilitate an exchange of the undelivered Package(s) between Company and the Third Party Provider. Company acknowledges and agrees that Company may be charged additional fees in connection with the return, redelivery or disposal of the items, which will also be considered Return Fees, except where the return, redelivery or disposal arises from any fraudulent, unlawful or negligent acts or omissions by the Third Party Providers or in the case of total or partial non-performance by the Third Party Provider which was not caused by Company acts or omissions.
4. FEES AND PAYMENTS.
4.1 Service Fees and User Charges. (a) Company will pay a monthly fee for the use of Uber Central (a “Service Fee”), which shall equal the amount set forth during the account creation or as otherwise assessed by Uber after providing at least thirty (30) days’ prior written notice of such fee to Company. (b) Company shall pay all User Charges Uber assesses to Company for its use of Uber Central. Such User Charges shall be paid for through the payment card associated with the Corporate Account (“Company Card”) either in the ordinary course of use of the Uber Service, or based on User Charges that have accrued during a certain period (e.g., daily, weekly, or another period shorter than a month) (“Batched Billing”), unless Company participates in Monthly Billing, in which case Company shall pay such User Charges in accordance with Section 5 of the General Terms.
4.2 Billing Options. (a) Pursuant to Section 5 of the General Terms, Uber may, in its sole discretion, elect to qualify Company to participate in Monthly Billing. (b) If Company does not participate in Monthly Billing: (i) User Charges incurred in connection with this Product Addendum shall be paid through the Company Card as stated above in Section 4.1, and (ii) Uber shall charge Company for Service Fees incurred during each calendar month of the Term in which Monthly Billing was not utilized (each a “Service Fee Invoice”). All fees under each Service Fee Invoice shall be paid in full by Company within thirty (30) days of receipt of such Service Fee Invoice.
4.3 Nonpayment. Uber reserves the right to immediately charge the Company Card in the event that any Monthly Statement has not been paid as of the applicable due date. Uber reserves the right to immediately suspend Company's Corporate Account and suspend any or all Monthly Billing in the event of any unpaid fees by Company due to past due Monthly Statements (as applicable), an invalid credit Company Card on the Corporate Account, or a rejected Company Card transaction. Uber further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Company to applicable credit reporting agencies, in the event of any unpaid fees hereunder. Reestablishing the Corporate Account after full payment of late fees shall be at Uber's sole discretion. All late payments shall accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at 3% per month or the maximum allowed by applicable law.
5. PRIVACY AND DATA SECURITY.
5.1 Roles of parties. Each of Company and Uber (or Uber’s Affiliate, as applicable from time to time) is an independent controller of the Company Personal Data. Company will provide Company Personal Data to Uber, for the provision of the services as described in Sections 2 and 3 of this Product Addendum.
5.2 Lawfulness. Company agrees to inform, and have an applicable legal basis to process personal data, and, where necessary, obtain consent from each Central User: (i) to provide Central User Data to Uber (ii) for Uber to provide Company and any Designated Recipients with detailed information on, and real-time trip status of, the rides charged to Company's Corporate Account, (iii) to receive SMS messages, emails, and automated calls from Uber, and for Uber to otherwise contact each Central User for the purpose of providing the Uber Service or to provide any communications pursuant to the General Terms and this Product Addendum.
5.3 Restrictions. Uber shall process the Company Personal Data solely for the purposes described in this Product Addendum and in the General Terms.
5.4 Damages. Damages arising from Company’s breach of this “Privacy and Data Security” section shall not be subject to the limits of liability set forth in the General Terms.
6. EFFECT OF TERMINATION.
All outstanding payment obligations and Sections 1, 4, 6, 7, and 8 of this Product Addendum shall survive the termination of this Agreement.
7. WARRANTY.
7.1 In addition to the warranties set forth in the General Terms, Company represents and warrants that Company has obtained rights, permission and consent from Central Users pursuant to applicable laws (a) to share such Central User’s personal data with Uber, (b) to receive SMS messages and automated calls from Uber in connection with Uber Central and the Uber Service, and (c) for Uber to provide Company and any Designated Recipients with detailed trip or delivery information, including real-time trip status, for the rides or deliveries charged to Company’s account. In addition to the warranties set forth in the General Terms, Company represents and warrants that Company has obtained the rights, permission and legally adequate consent from Designated Recipients to (i) to share such Designated Recipient’s personal data with Uber and (ii) to receive SMS messages from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum. Company acknowledges that it may elect to request the Uber Service on behalf of Guest Users. Any such election is at Company's sole discretion, and, in addition to Company’s indemnity obligations under the General Terms, Company therefore 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 legal fees) with respect to any third party claim arising out of or related to the use of the Uber Service by any Guest User.
7.2 Moreover, for the avoidance of doubt, to the extent that items requested for delivery include food or beverages, Company’s representation and warranty in the General Terms—that it is in compliance and shall remain in compliance during the Term, with all applicable local, city, state, federal, national, and international laws, rules and regulations—includes without limitation all laws, rules and regulations governing health and safety, such as time or temperature controls required for food safety. To the extent that items requested for delivery include food or beverages, Company additionally represents and warrants that: (i) all information about the items made available by Company relating to calorie count, ingredients, nutritional information, or allergen information, will at all times remain accurate and comply with applicable laws, rules, and regulations; (ii) Company will package food and beverage items separately from potentially harmful products; and (iii) if a third party has requested that Company include certain items, Company will not replace unavailable items with different items without the written consent of the third party.
7.3 Company further represents and warrants that it will limit pickup and dropoff locations for deliveries to within the Territory.
7.4 For the avoidance of doubt, damages arising from Company’s breach of this “Warranty” section shall not be subject to the limits of liability set forth in the General Terms.
8. INDEMNIFICATION.
8.1 In addition to Company’s indemnity obligations set forth above and under the General Terms, Company will also indemnify, defend and hold harmless Uber, its Affiliates and its and their directors, officers, employees, consultants, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) with respect to any third party claim, suit, action or proceeding arising out of or related to: (i) the use of Uber Connect by any Central User or Designated Recipient; (ii) any personal injury or damage to property arising from the Package(s) as part of the Delivery Services requested by Company; or (iii) Company’s inclusion of a Prohibited Item in the Package(s).
8.2 Uber shall provide prompt notice to Company of any potential claim subject to indemnification hereunder. Company will assume the defense of the claim through counsel designated by it and reasonably acceptable to Uber. Company will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of Uber, which will not be unreasonably withheld. Uber will reasonably cooperate with Company in the defense of a claim, at Company’s expense.
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