Uber Health Dashboard Product Addendum to the Uber Health General Terms and Conditions - United States of America
This Uber Health Dashboard Product Addendum (the “Dashboard Addendum”) to the Uber Health General Terms and Conditions (the “General Terms” or “Terms”) is entered into by and between the company identified within the Uber Health sign-up process (“Company”) and Uber Health, LLC, a Delaware corporation (“Uber Health”). This Product Addendum sets forth the terms and conditions upon which Company may use the Health Dashboard. 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. Company’s use of the Health Dashboard is subject to this Product Addendum, as may be modified or updated by Uber Health as set forth in the General Terms.
The following terms, as may be used only in this Dashboard Addendum, shall have the meanings set forth below:
“Guest User” means a Company User who either (i) does not have an active Uber Rider Account, or (ii) who has not otherwise accepted the End User Terms.
“Health Dashboard” means the browser-based online Health Product that, in connection with Uber Health’s or its Affiliates’ technology systems, enables Company to request trips on behalf of Company’s clients, customers, employees, patients, and/or other individuals.
“Item Delivery” means an Uber Service that, in connection with Uber’s technology systems, enables Company to request delivery services from third party providers of such services (“Service Providers”) through the Health Dashboard. Item Delivery is currently branded “Uber Connect” in the Health Dashboard, which name is subject to change at Uber Health’s discretion.
2. PROVISION OF SERVICES TO COMPANY.
2.1. Access to Services. Upon execution of this Dashboard Addendum, Uber Health will enable Company to access and use the Health Dashboard and the Admin Portal. The Health Dashboard will enable Company to (a) view Trip Data, (b) prepare and review activity reports using such Trip Data, (c) review and manage payments, (d) review and manage Monthly Statements (e) request trips on behalf of Company Users, and (f) when permitted at Uber Health’s sole discretion, request deliveries in geographic locations within the United States of America where Item Delivery is available (“Territory”).
2.2. Company User Data. Prior to requesting the Uber Service on behalf of any Company User, Company shall obtain from the Company User and submit to Uber Health the following information with respect to such Company User: (a) first and last name, (b) active telephone number, (c) pick-up and drop-off location, and (d) pick-up time and other optional trip related data (e.g., billing code, trip purpose, and message to Drivers) (collectively, “Company User Data”). Company shall ensure that all Company User Data provided to Uber Health is accurate and complete, and Uber Health shall not be liable to Company, any Company User or any other party with respect to inaccurate or incomplete Company User Data supplied to Uber Health by Company.
2.3. Contact. Until Company has obtained a Company User’s legally-adequate consent pursuant to the Terms, or for any Company User who has opted out of receiving communications from Uber Health or its Affiliates, (a) Company shall be solely responsible for contacting, or facilitating contact with, such Company User; and (b) Uber Health shall have no responsibility for contacting or providing SMS or any messaging of any sort pursuant to this Dashboard Addendum to such Company User. Company may provide to Uber Health the name and phone number of a Designated Recipient in order for Uber Health to provide notifications regarding a Company User’s trip to such Designated Recipient, including via SMS. Uber Health shall not be liable to Company, any Company User, any Designated Recipients or any other party with respect to inaccurate or incomplete information supplied by Company related to any Designated Recipient.
Company shall pay all Fees Uber Health assesses to Company for its use of the Health Dashboard in accordance with the Terms.
4. ITEM DELIVERY TERMS.
4.1. Item Delivery Acknowledgements.
4.1.1. Company acknowledges that the availability of and Company’s access to Item Delivery is at Uber Health’s sole discretion and Uber Health may cease offering Item Delivery to Company at any time and for any reason.
4.1.2. Company acknowledges that Company’s ability to obtain delivery services through the use of Item Delivery does not establish Uber Health or its Affiliates 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 independent third party contractors who are not employed by Uber Health or any of its Affiliates.
4.1.3. Company expressly acknowledges and agrees that Uber Health and Service Providers are not common carriers. Uber Health and its Affiliates are acting solely as an administrative agent of Company to relay requests for delivery services on behalf of Company. As such, if Uber Health, its Affiliates or Service Providers are required to be common carriers in a particular state in order to provide, or to continue providing, Item Delivery, then Uber Health may terminate this Product Addendum with respect to that state upon five business days’ notice to Company and without any further responsibility or liability.
4.1.4. Company acknowledges that Uber Health will have no liability to Company for any loss, damage, non-delivery, or delay in the delivery of items requested by Company for delivery, or any unexpected issues or changes made by Uber Health to Item Delivery in its discretion that could arise during Company’s use of Item Delivery. Uber Health does not take title to any items that are requested for delivery through Item Delivery. Company agrees that no bailment is created by Company’s use of Item Delivery, and Uber Health is not a bailee of goods.
4.2. Company Users and Item Delivery. Prior to requesting a delivery through Item Delivery, Company shall collect and submit to Uber Health 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 of the Dashboard Addendum, and such individual(s) will be considered Company User(s).
4.3. Prohibited Items. Company may not access Item Delivery to request delivery of any of the following prohibited items (“Prohibited Items”): (i) people and 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) any controlled substances on a Drug Enforcement Agency (DEA) schedule, and any controlled substance defined as such by the applicable state where delivery is requested; (vii) recreational drugs, drug paraphernalia, 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), substances and material identified in the Hazardous Materials Table in 49 CFR section 172.101, or material determined to be hazardous under 49 U.S.C. section 5103 et. seq. and transported in a quantity requiring placarding according to regulations prescribed under 49 CFR, Subtitle B, Chapter I, Subchapter C, hazardous waste (e.g., hypodermic needles), or 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 or title to send.
4.4. Delivery Restrictions and Obligations.
4.4.1. The items requested for delivery by vehicle, together, per trip, (i) may not be greater than 30 pounds, and (ii) must fit comfortably in the trunk of a mid-size motor vehicle. The items requested for delivery by bike or scooter, to the extent available, together, per trip, (i) may not be greater than 15 pounds, and (ii) must fit comfortably in a backpack. Uber Health or its Affiliates may increase these weight limits by posting revised limits online or otherwise communicating the change to customers.
4.4.2. Company must ensure that the items are prepared and packaged for safe delivery. Company is solely responsible for adequately packing any items against damage or temperature incursions. Company acknowledges that Service Providers shall not be responsible for packaging items.
4.4.3. All pharmaceutical products or patient-specific healthcare items must be in opaque, tamper evident packaging, should not disclose any protected health information and should be unmarked or otherwise guard against in-transit losses.
4.4.4. Company must ensure that items are readily available for pickup upon arrival of a Service Provider at the requested pick-up location.
4.4.5. Company acknowledges that Service Providers are not responsible for leaving their vehicles or loading or unloading items from their vehicles unless otherwise agreed by Uber Health in writing.
4.4.6. Unless otherwise agreed by Uber Health in writing, Company agrees to instruct the applicable personnel or Company Users at the pick-up and drop-off locations to meet the Service Provider at their vehicle and load or unload the items from the vehicle. Company agrees that it is responsible for communicating with applicable personnel or Company Users at the pick-up and drop-off locations to inform them of the Service Provider’s arrival in order to facilitate timely pick-ups and drop-offs.
4.4.7. Company understands that Service Providers will not purchase items requested for delivery or accept payment on behalf of the recipient to the delivery.
4.4.8. As between Uber Health and Company, Company will be responsible for all support to third party senders and recipients, including resolving any disputes or concerns from Company Users or Designated Recipients related to deliveries requested via use of Item Delivery.
4.4.9. Company agrees that it will limit pick-up and drop-off locations for deliveries within the Territory. In addition, for pharmaceutical products, Company agrees that pick-up and drop-off locations will not cross state lines. Uber Health and its Affiliates prohibit Uber App users to use Item Delivery for peer-to-peer deliveries of pharmaceutical products. As such, Company acknowledges that Service Providers are instructed that pharmaceutical products are allowed only if either the pick-up or drop-off location is a business, such as a healthcare provider or a pharmacy.
4.4.10. If Company uses Item Delivery 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.
4.4.11. Company acknowledges that Item Delivery does not enable signature collection or other proof of delivery. As such, Company agrees that it will not use Item Delivery for any items where such signature or proof of delivery is required, unless such requirements are temporarily suspended (e.g., by an insurance plan waiving signature or proof of delivery requirements for prescription pharmaceuticals during a public health emergency).
4.5. Refusal or Rejection of Deliveries.
4.5.1. At a Service Provider’s sole discretion, a Service Provider may refuse to pick up or deliver the items, or cancel the delivery after acceptance for any reason; provided at all times, Service Providers must comply with Uber’s Community Guidelines.
4.5.2. Company understands that if a Service Provider refuses to accept an item due to size or weight, or such item is a Prohibited Item, or because the Service Provider is asked to purchase such item, Company may be responsible for: (1) a cancellation fee; and (2) any Return Fees. Cancellation fees will be considered User Charges.
4.6. Delivery, Redelivery, and Undeliverable Packages.
4.6.1. If the Service Provider is not able to complete the delivery 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 drop-off instructions, the Service 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.
4.6.2. For all pharmaceutical products, Company shall accept, or ensure that its pharmacy customers (if applicable) accept, any and all returns. For all other items, if the Service Provider is not able to return the items, Company acknowledges and agrees that the items may be left at the original pick-up location, an Uber Greenlight Hub (if available in the particular market), with local law enforcement or, provided Company sends the Service Provider written instruction via the Uber Service, at the delivery location. To the extent feasible and if requested by Company, Uber Health will also attempt to facilitate an exchange of the undelivered items between Company and the Service 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.
5. ITEM DELIVERY WARRANTIES.
5.1. In addition to the warranties set forth in the Terms, to the extent that items requested for delivery include prescription pharmaceuticals, over the counter pharmaceuticals, medical test kits, medical devices, food or beverages, Company’s representation and warranty in the Terms —that it is in compliance and shall remain in compliance with all applicable laws, rules and regulations—includes without limitation all laws, rules and regulations relating to its business, and if applicable, the services it provides to its customers, the delivery of items, and: (i) for pharmaceutical items, state pharmacy laws, the Controlled Substances Act, DEA requirements, time or temperature controls required for safety or government or commercial payor requirements, (ii) for food and beverages, laws governing health and safety, such as time or temperature controls required for food safety, and for (iii) medical test kits or other medical devices, FDA regulations and the requirements under applicable medical device registrations or emergency use authorizations.
5.2. To the extent that items requested for delivery include food or beverages, Company additionally represents and warrants that: (1) 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; (2) Company will package food and beverage items separately from potentially harmful products; and (3) 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.
5.3. Company further represents and warrants that it will limit pick-up and drop-off locations for deliveries to within the Territory.
To the extent that Company is using Item Delivery for any pharmaceutical products, Company agrees to maintain Commercial General Liability (including contractual liability, personal and advertising injury and products and completed operations), Professional Errors and Omissions insurance, and if Customer is a pharmacy, then also Druggist Liability insurance in the following limits: one million dollars (US$1,000,000) per occurrence and two million dollars (US$2,000,000) in the aggregate for bodily injury and property damage. Company’s Commercial General Liability, Professional Errors and Omissions and Druggist Liability policies shall cover Uber Health as an additional insured.
7.1. Company acknowledges that it may elect to utilize the Health Dashboard to request the Uber Service for Guest Users. Any such election is at Company’s sole discretion, and Company therefore will, to the fullest extent permitted by law, indemnify, defend, and hold harmless Uber Health, its Affiliates, and their directors, officers, employees, consultants, agents, successors, and assigns from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable outside attorney 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. In addition to Company’s indemnity obligations set forth above and under the Terms, Company will also indemnify, defend and hold harmless Uber Health, 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 outside attorney fees) with respect to any third party claim, suit, action or proceeding arising out of or related to: (a) the use of Item Delivery by any Company User or Designated Recipient; (b) any personal injury or damage to property arising from the items requested by Company for delivery; or (c) Company’s inclusion of a Prohibited Item.