As of November 13, 2018 This Uber Vouchers Product Addendum (“Product Addendum”) is entered into by and between the company identified within this sign-up page (“Company”) and Uber Pacific Pty Ltd., an Australian company and registered New South Wales ABN 96 622 366 116, having its registered office at PKF Lawler Sydney, Level 8, 1 O’Connell Street Sydney NSW 2000, Australia (“Uber”). Capitalised terms not defined 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 to create Uber Vouchers. Company’s use of Uber Vouchers is subject to this Product Addendum, as may be modified or updated as set forth in the General Terms.
- Definitions. The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below: “Active Account” means an account of an Approved User that has: (i) been installed or accessed through the Uber App on a compatible mobile device, (ii) registered for and maintained during the Term an active personal user account for the Uber Service, which registration requires the entry of certain personally identifiable information and a personal credit card number, and (iii) confirmed the mobile number provided during the Uber App registration process. “Approved User” means an individual that has received one or more Uber Vouchers that was sent by Company. “Program” means an event or series of events for which Company wants to provide Approved Users with an Uber Voucher in order to travel to or from the event using Uber Services. “Personal Data” means any information Company obtains from Uber in connection with this Agreement that can reasonably be used to identify an individual, including but not limited to Dashboard Data as defined in the Agreement and any other data that may otherwise be considered personal data. “Redemption Value” shall mean the maximum amount for which any single Uber Voucher may be utilized by an Approved User to receive a full or partial payment for User Charges pursuant to this Agreement. “Uber Voucher” means a promotional code generated by Company that, when validly applied, allows an individual with an Active Account to receive a partial or full payment by Company for User Charges up to the amount of the applicable Uber Voucher, subject to (i) any utilization requirements and limitations established by Company, (ii) the terms of this Agreement, and (iii) other restrictions and limitations as Uber may determine from time to time that are generally applicable to all discount codes generated by Uber. “Utilization Amount” means the exact dollar amount of an Uber Voucher an Approved User utilized for User Charges
- Fees and Payment. (a) Utilization Amount. Upon redemption of an Uber Voucher by a consumer (including non-Approved User, Uber shall charge Company the Utilization Amount of each such Uber Voucher, unless Company participates in Monthly Billing, in which case the Utilization Amount shall be paid for pursuant to Section 5 of the General Terms. If a fare exceeds the Uber Voucher value for an individual transaction, the balance shall be charged to such Approved User’s payment method on file in their Active Account. (b) Pursuant to Section 5 of the General Terms, Uber may, in its sole discretion, elect to qualify Company to participate in Monthly Billing. (c) Account Suspension. Uber reserves the right to immediately suspend Company’s Corporate Account and suspend any or all access to Uber Vouchers by Approved Users in the event of any unpaid Utilization Amount by Company due on any past Monthly Statements. Uber may also deactivate or suspend use of Uber Vouchers at any time during the Term at its sole discretion. Uber further reserves the right to pursue any and all remedies available to it under applicable law, including, but not limited to, reporting Company to applicable credit reporting agencies, in the event of any unpaid Utilization Amount hereunder. Reestablishing a deactivated or suspended Corporate Account after full payment of late Utilization Amount 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.
- Access to Uber Dashboard. (a) Account Administration and Company Dashboard. Company shall be responsible for all activity that occurs under its Dashboard login credentials, including, but not limited to, all Programs, and Uber Vouchers created through the Dashboard.
- Approved User Updates. It is Company’s sole responsibility to keep and maintain an accurate list of current Approved Users to receive and utilize Uber Vouchers.
Uber Vouchers. (a) Creating Uber Programs and Uber Vouchers; Limitations. (i) Company may create Programs within the Dashboard, which will generate Uber Vouchers for Company to distribute to Approved Users. Such programs may only be run in the countries where Uber makes Uber Vouchers available to Company. Company acknowledges and agrees that it is responsible for all marketing, promotion, and advertising of the voucher programs, including but not limited to ensuring that such marketing, promotion, and advertising is in compliance with all applicable laws, rules, regulations and ordinances and that is does not harm the goodwill or reputation of Uber. (ii) Company can choose to either create a program with: (a) one single Uber Voucher to distribute to all Approved Users (a “Single Code”); or (b) individualized Uber Vouchers that Company can distribute to each Approved User, which are limited to one code per person, and can only be used by the first person who redeems the code (each an “Individualized Code”). Company acknowledges and agrees that Single Codes and Individualized Codes may not be used as intended if an Approved User shares the code with a non-Approved User, that Uber has no way to prevent such sharing or non-intended use, and that all of Company’s obligations under this Product Addendum apply no matter who redeems a code under this Product Addendum.
1) **Single Codes.** For any Program that utilizes a Single Code, Company may limit the number of times such code can be used; provided, however, Company must clearly and conspicuously disclose to each Approved User (a) that use of the code is not guaranteed, and (b) the material terms and conditions of each Single Code to each Approved User. Company acknowledges and agrees that: (1) a Single Code may be used by consumers (including non-Approved Users) Company did not intend to target, but Company will be financially responsible for the number of times the Single Code is used to access Uber Services; and (2) for any individual that tries to access a Single Code after the usage limitations have been met, Uber will direct such individual to contact Company about such matter. Notwithstanding, Company acknowledges and agrees that in no event will Uber be liable to (i) Approved Users who were targeted to receive such Uber Voucher but were not able to use the Single Code or (ii) Company for Uber’s non-fulfillment of the Uber Voucher as a result of usage limitations set by Company.
2) **Individualized Codes**. For any Program that utilizes Individualized Codes, it is Company’s responsibility to correctly deliver such codes to Approved Users and to clearly and conspicuously disclose the materials terms and conditions of each Individualized Code to each Approved User. Company acknowledges and agrees that: for any individual that tries to access an Individualized Code after such code has expired, Uber will direct such individual to contact Company about such expired Individualized Code. Notwithstanding, Company acknowledges and agrees that in no event will Uber be liable to (i) Approved Users who were targeted to receive such Uber Voucher but were not able to use the Individualized Code or (ii) Company for Uber’s non-fulfillment of the Uber Voucher as a result of usage limitations set by Company.
(b) Uber Voucher Limitations. Company shall ensure the maximum aggregate Redemption Value of Uber Vouchers that Company has outstanding at any given time during the Term shall not exceed the credit amount approved by Uber for Company’s Monthly Billing, unless Uber agrees in writing to allow Company to distribute a different amount of Uber Vouchers. Each Uber Voucher created by Company shall: (1) expire no later than twelve months following the date on which the Company created the Uber Voucher; (2) have a minimum Redemption Value for each country for which an Uber Voucher was ordered as specified in the Dashboard; (3) be valid for redemption in areas where Uber Vouchers are available until such Uber Voucher expires; and (4) be feasibly usable for the Approved User receiving such Uber Voucher (i.e. Approved User cannot be located in Perth and receive a code that is only valid in Sydney). (c) Restrictions of Use. Company cannot use Uber Vouchers with any third-party promotion, agreement, relationship, marketing event, partnership, or any other use case without Uber’s prior written consent. Company agrees it will not apply, or allow to be applied, the Uber Voucher to a User account without first disclosing all of the disclaimer set forth in Section 6(e)(iv) below. (d) Modification or Cancellation of Uber Vouchers. After a Program is created, Company may only: (1) update a Program to make the restrictions and/or value more permissive if the Voucher code has not yet been distributed to Approved Users, or (2) cancel a Program in its entirety, in which case Company shall immediately notify all Approved Users they distributed a Voucher code to that such Program is cancelled and that Company, and not Uber, made the decision to do so. Such notification shall be subject to Uber’s prior written approval. Company acknowledges and agrees that if Company modifies or cancels a Program: (1) Company remains financially responsible to Approved Users who received an Uber Voucher from Company, whether or not the Approved User used such Uber Voucher before Company modified or cancelled the Program; and (2) that if an individual is unable to use a Voucher code for a modified or cancelled Program, Uber will direct such individual to contact Company about any modification or cancellation issues. Notwithstanding, Company acknowledges and agrees that in no event will Uber be liable to: (i) Approved Users who received such Uber Voucher, but were not able to use the Uber Voucher following Company’s modifications to or cancellation of the Program by Company or (ii) Company for Uber’s non-fulfillment of the Uber Voucher as a result of a modifications to or cancellation of the Program by Company. (e) Marketing and Messaging Related to Uber Vouchers. (i) Marketing Guidelines. At all times during the Term Company shall follow the marketing guidelines that the parties have agreed to in Exhibit 1 of this Product Addendum (the “Marketing Guidelines”), which Uber may update from time to time in its discretion. (ii) Delivery of Uber Vouchers to Approved Users. Company will receive Uber Vouchers in the form of code links, that Company may deliver to Approved Users via email or, if Company has the proper consents under the Telephone Consumer Protection Act (“TCPA”), short message service (“SMS”) message. In the event that Company delivers such Uber Vouchers via email, Company shall ensure that it is the sole sender of the email as defined by the CAN-SPAM Act and that Uber does not appear as the sender of such email. In the event that Company delivers such Uber Vouchers via SMS, Company shall ensure that it has affirmative written consent from all Approved Users to send them such messages and will make clear in the message that it is being sent by Company (as opposed to Uber). Company shall not deliver or attempt to deliver any Uber Vouchers through a public facing or accessible website/page or social media.
1) Pre-Approved Email Templates. Company may use any of the below pre-approved email templates for relevant Programs, so long as Company uses the “Terms” in this section.
**[#]% off up to 2 rides:** "Get [#]% off up to 2 rides , to or from [VENUE] (up to $5 off per
ride), with Uber Voucher code [INSERT LINK]. Terms apply.*"
**Up to $[#] off 2 rides:** "Take up to $[#] off 2 rides, to or from [VENUE] with Uber Voucher code
[INSERT LINK].Terms apply*"
**Terms:** *Limited Availability. No cash value. One-time use only. Maximum amount of $[#] per
Uber trip. Maximum of [X] Uber trips per rider. To redeem voucher, Uber Voucher code [INSERT LINK] must be applied to Payment section of the Uber app prior to requesting the first ride to or from [VENUE]. Uber Voucher valid [DATE], [TIME], through [DATE], [TIME] [or, if applicable: Uber Voucher valid between [TIME] and [TIME] on [DATE]]. Uber Voucher expires [DATE] at [TIME]. Uber Voucher is only valid for rides taken using UberX, Uber Pool, and Uber Express Pool. Uber Voucher does not apply to tips. Offer is non-transferable, subject to change or cancellation. Issues involving redemption and/or use of the Uber Voucher code should be directed to [YOUR COMPANY NAME] at [INSERT YOUR COMPANY CONTACT INFO].
**Individualized Code:** Company must add the following language to the beginning of the Terms paragraph above for an Program that involves Individualized Codes:
Limited to one code per person. Can only be used by the first person who redeems the code. Non-transferrable.
(iii) Uber Vouchers Disclaimer. Company shall ensure that any delivery or distribution by Company of an Uber Voucher to an Approved User, or any communication related thereto, shall include a prominent disclaimer notifying the Approved User that such Uber Voucher: (a) may only be redeemed for specific types of rides requested via Uber’s mobile application: (b) is subject to a specific, defined expiration date; (c) is subject to specific, defined geographic restrictions; (d) is subject to a specific, defined maximum Redemption Value; (e) cannot be redeemed for goods or services outside of the Uber App; (f) once redeemed by an Approved User, Uber Voucher value is not transferable to other Uber accounts, users or products; (g) Approved User and Company will not receive any value or credit for any unused portions of Uber Voucher; and (h) has no cash value and may not be redeemed for cash, except as required by law. The following is a pre-approved disclaimer for a Single Code: “Limited availability. No cash value. One-time use only. Maximum amount of $[#] per Uber trip. Maximum of 2 Uber trips per rider. To redeem voucher, Uber Voucher code [INSERT CODE] must be applied to Payment section of the Uber app prior to requesting the first ride to or from [VENUE]. Uber Voucher valid [DATE], [TIME], through [DATE], [TIME] [or, if applicable: Uber Voucher valid between [TIME] and [TIME] on [DATE]]. Uber Voucher expires [DATE] at [TIME]. Uber Voucher is only valid for rides taken using UberX, Uber Pool, and Uber Express Pool. Uber Voucher does not apply to tips. Cannot be combined with other promotions/offers. Offer is non-transferable, subject to change or cancellation. Issues involving redemption and/or use of the Uber Voucher code should be directed to [YOUR COMPANY NAME] at [INSERT COMPANY CONTACT INFO].” If an Individualized Code, Company should also add to the beginning of the pre-approved disclaimer paragraph: “Limited to one code per person. Can only be used by the first person who redeems the code. Non-transferrable.” (f) Uber Account Required. (i) Active Account Required. Company acknowledges and agrees that before an individual can utilize an Uber Voucher pursuant to this Product Addendum, such proposed Approved User must have an Active Account to activate such Uber Voucher. (ii) Violations. Company acknowledges that certain proposed Approved Users may be suspended or banned from use of the Uber Service due to future or past violations of the End User Terms or Community Guidelines, available at https://www.uber.com/legal/community-guidelines (collectively, “Violations”), and that Uber shall have no obligation or liability related to a proposed Approved User that is unable to obtain, maintain, or use Uber Vouchers due to Violations. In the event that an Approved User’s Active Account is suspended or terminated pursuant to the End User Terms, such Approved User’s access to Uber Vouchers shall also be immediately suspended. (g) Restrictions. Company agrees to use the corporate account, and Uber Vouchers, solely as set forth in the Product Addendum and this Product Addendum. Company shall not, and shall not authorize others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Uber Vouchers, Uber Service or Uber App, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Uber Service or Uber App to any unaffiliated third party, (c) modify or alter any Uber Voucher as created pursuant to this Product Addendum or (d) otherwise impose any additional fees or charges on an Approved User related to use of the Uber Vouchers. Uber reserves all rights not expressly granted to Company or Approved Users under this Product Addendum.
- Uber Voucher Usage. (a) Uber Vouchers and the resulting promotion codes may be used for personal purposes by the recipient of such promotion code only, and may not be resold or used in connection with any marketing, advertising, promotional or other commercial activities, including, without limitation, via websites, Internet advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, radio and television broadcasts, or otherwise. (b) Company is responsible for lost, stolen, or misused Uber Vouchers and the resulting promotion codes unless otherwise required by law. (c) Uber reserves the right to close or suspend Company’s, or any Approved User’s, account, adjust balances and/or request alternative forms of payment if Uber determines in its sole discretion that an Uber Voucher is or has been fraudulently obtained or used. (d) Uber may cease offering the Uber Vouchers program at any time and for any reason.
- Intellectual Property. (a) Use of the Uber Trademark. Uber hereby grants to Company, solely during the Term and solely in the territories where both parties operate, a limited, royalty-free, non-exclusive, non-transferable, non-assignable right to use and display the “Uber” word mark (the “Uber Trademark”) for the sole purpose of describing, distributing and offering Uber Vouchers in any communications with Company Users. Company will not otherwise use or modify the Uber Trademark without Uber’s prior written consent. All goodwill related to Company’s use of the Uber Trademark shall inure solely to the benefit of Uber. The Uber Trademark will at all times remain the exclusive property of Uber. Except as expressly set forth herein, Uber does not, and shall not be deemed to, grant Company any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Uber. Company’s use of the Uber Trademark shall comply with the Uber Trademark Usage Guidelines available at https://developer.uber.com/docs/riders/guides/design-guidelines, as may be amended from time to time by Uber in its sole discretion (the “Design Guidelines”). Uber reserves the right to immediately suspend Company’s Corporate Account and suspend any or all access to Uber Vouchers by Approved Users in the event of Uber, in its sole discretion, determines at any time during the Term that Company breached any of its obligations under this Section 7. (b) Inspection of Records. During the Term of the Agreement, Uber may request in writing that Company provide Uber all of Company’s relevant records, marketing materials, and communications (including but not limited to, email and SMS messages that Company, any of its Affiliates, or any other third party sent to Company Users in connection with an Uber Voucher) that include the Uber Trademark (collectively, the “Records”). Company shall provide the Records to Uber within thirty calendar days’ of Uber’s request for such documents. In the event Uber, in its sole discretion, determines Company has not met its obligations under Section 7 of this Product Addendum, then Uber may terminate this Product Addendum and take any additional measures afforded to it by law or under the Agreement. Company shall preserve, and shall cause all of its Affiliates to preserve, all of the aforesaid documents for a period of at least two (2) years from the termination or expiration of this Product Addendum. (c) No Development. 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 PRODUCT ADDENDUM. 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.
- Indemnification. (a) Company will indemnify, defend and hold harmless Uber, 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 Company’s representations or warranties in this Agreement; (b) the infringement of a third party’s intellectual property rights by the Company’s Marks, but only if such Marks have been used by Uber in the manner authorized under this Agreement; or (c) the Programs and Company’s use and distribution of the Uber Vouchers including but not limited to Company’s marketing, advertising promoting, communicating, or delivering the Uber Voucher to Approved Users in any manner in any media. For the purposes of clarity and avoidance of doubt, this means that in event that Approved Users are unable to redeem their Single Codes or Individualized Codes because the funds attributable to such Single Codes have already been used, Company shall indemnify Uber for any claims made by such Approved Users. (b) 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.
- Limits of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN COMPANY’S INDEMNIFICATION OBLIGATIONS OR COMPANY’S OBLIGATIONS UNDER SECTION SEVEN OF THIS PRODUCT ADDENDUM, OR OBLIGATIONS WITH RESPECT TO EITHER PARTY’S BREACH OF CONFIDENTIALITY, (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, 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 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 UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING FIFTY THOUSAND AUSTRALIAN DOLLARS (AU$50,000).
- General. (a) Affiliates. The parties hereby acknowledge and agree that Company and each of its Affiliates may utilize the same Dashboard and the services included under this Agreement upon execution of this Agreement and, to the extent Company’s Affiliate incurs any Utilization Amount, Uber may, upon Company’s direction and approval, invoice for and receive payment of such Utilization Amount directly from such Affiliate, provided, however, Company shall continue to bear financial responsibility for all payments due to Uber. (b) Survival. Accrued and outstanding payment obligations, Sections 1, 3, 7 – 11 shall survive the expiration or termination of this Agreement.
- Follow the Uber Design Guidelines. - https://developer.uber.com/docs/riders/guides/design-guidelines
- Be clear about what the User is going to receive.
a. Do not use the word “free” to characterize the benefit unless the entire cost of the ride is covered by the Uber Voucher
b. If there are any time or distance limitations make sure you disclose those up front in the marketing of the Uber Voucher
c. If the Uber Voucher only covers a portion of the ride, make sure you are clear what that portion is and that the User will have to pay for any remaining cost.