As of February 28, 2018
These Uber Health Dashboard Terms and Conditions (“Terms”) are entered into by and between UBER HEALTH, LLC, a Delaware limited liability company, located at 1455 Market Street, Suite 400, San Francisco, CA 94103 (“Uber”) and the company identified within this sign-up page (“Company”). Capitalized terms used herein shall have the meaning ascribed to them in these Terms. These Terms set forth the terms and conditions under which Company may access the Uber Health Dashboard and Central Billing on behalf of Company’s employees, customers, and other individuals via use of the Uber Health Dashboard product. Company’s use of the Uber Health Dashboard and access to Central Billing is subject to these Terms, as may be modified or updated by Uber from time to time, effective upon posting of an updated version of the Terms at health.uber.com. Uber will provide Company with a notice of any such modifications or updates via email and/or the Uber Health Dashboard, and Company is responsible for regularly reviewing the Terms. Continued use of Uber Health Dashboard or Central Billing after any such modifications or updates shall constitute Company’s consent to such changes.
“Active User” means an individual with an active personal Uber Technologies Inc. (“Uber”) user account for the Uber Service, the creation of which requires (i) registering with Uber, (ii) and accepting the User Terms.
“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up of Company.
“Designated Recipient” means an individual(s) authorized by a Company User to provide information to Uber Health, and receive notifications from Uber Health, including but not limited through SMS, regarding such Company User’s ride.
“Central Billing” means an enterprise billing and payment process for the Uber Service provided by Uber Health to Company hereunder for User Charges, with payment due from Company pursuant to a statement delivered by Uber Health to Company on a monthly basis.
“Company User” means any Active User or Guest User.
“Guest User” means (i) an individual who is not an Active User, and (ii) Designated Recipients.
“Uber App” means Uber’s mobile application or mobile website (m.uber.com) required for personal use of the Uber Service, as may be updated by Uber or its Affiliates from time to time.
“Uber Service” means Uber Health’s or its Affiliates’ technology service that enables users to request on-demand ground transportation and logistics services from independent third-party providers.
“User Charges” means charges incurred by Company Users for the use of the Uber Service, including any applicable tolls, foreign transaction fees, taxes, and any other fees or charges that may be due for a particular use of the Uber Service.
“User Terms” means the terms and conditions applicable to all users of the Uber Service, available at www.uber.com/legal, as may be updated by Uber or its Affiliates from time to time.
2.1 Access to Services. Uber Health will establish a Company corporate account that will enable Company to request the Uber Service and provide Central Billing on behalf of any Company User. Company expressly acknowledges and agrees that any and all transportation services provided to Company Users are provided neither by Uber Health nor by Company, but by independent third-party transportation providers. As part of the corporate account, Company agrees to provide and maintain during the Term a valid Company credit card number (the “Company Card”) that may be charged for Central Billing as set forth herein. Company acknowledges that any Company User utilizing Central Billing will incur User Charges to the account of Company, and not to the Company User’s personal account or credit card. Subject to Company’s compliance with these Terms, Uber Health agrees to use commercially reasonable efforts to provide the Uber Service and Central Billing to Company and the Company Users as set forth herein.
2.2 Active Users; Guest Users.
2.2.1 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: (i) first and last name, (ii) active telephone number, (iii) pick-up and drop-off address, and (iv) other information the parties may mutually agree upon, in order to permit Uber Health to confirm whether such Company User is an Active User or a Guest User. Company shall ensure that all 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 data supplied by Company.
2.2.2 Company shall be solely responsible for contacting, or facilitating contact with, any Guest User for whom Company requests the Uber Services. Uber Health shall have no responsibility for contacting or providing messaging of any sort pursuant to these Terms to any individual who is not an Active User.
2.2.4 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 ride to such Designated Recipient, including via SMS messaging. Uber Health shall not be liable to Company, any Company User, any Designated Recipients or any other party with respect to inaccurate or incomplete Designated Recipient information supplied by Company.
2.3 Responsibility for Company User Charges. Company agrees that (a) Company is responsible for all User Charges incurred by Company Users via Central Billing, regardless of whether such User Charge was authorized between Company User and Company and (b) User Charges may be subject to price changes at any time, including without limitation, occasional increases during periods of high demand. Further, Company agrees that Uber Health shall not be responsible for User Charges incurred by a Company User after Company has attempted removal of such Company User from Central Billing to the extent Company provides incomplete or inaccurate Company User removal information via the Health Dashboard. Finally, as between Company and Uber Health, Company shall be responsible for any User Charges incurred due to fraudulent or other unpermitted activity on the part of Company User’s use of Central Billing for the Uber Service. Company shall notify Uber Health promptly upon discovery of fraudulent or unpermitted activity occurring under Company’s account.
2.4 Restrictions. Company agrees to, and to cause all Company Users to, use the Uber Service and Uber App solely as set forth in these Terms and the User Terms; provided, however, that in the event of a conflict between these Terms and the User Terms with respect to Company or any authorized Company User employing Central Billing with the Uber Service, the terms of these Terms shall control. Uber Health reserves the right to suspend participation in Central Billing to Company and/or any Company Users for violations of these Terms or the User Terms. 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 Service or any applications of Uber or its Affiliates, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Uber Service or any Uber application to any unaffiliated third party, (c) upcharge, increase or otherwise modify the User Charges as calculated by Uber Health for any usage of the Uber Service or (d) impose any additional fees or charges on a Company User related to use of the Uber Service. Uber Health reserves all rights not expressly granted under these Terms.
3.1 Health Dashboard. Company shall be provided with access to Uber Health’s browser-based online Uber Health Dashboard (“Health Dashboard”). Uber Health’s primary contact with Company shall be by way of Company’s administrator (“Administrator”) designated through the Health Dashboard. The Health Dashboard will enable Company to (a) view past trips requested on behalf of Company Users, (b) review and manage payments, and (c) view detailed trip information, which may include, without limitation, Company User name together with request time and date, pick-up and drop-off time and date, pick-up and drop-off location, trip route, real-time trip status, distance, duration, fare amount, service type, trip ID (“Dashboard Data”)
3.2 Administration. Company may appoint additional administrators at its discretion. Company agrees (a) to maintain all Health Dashboard login credentials in confidence, (b) to only permit Company’s authorized administrators to access the Health Dashboard, and (c) to update all information of the authorized administrators to ensure that it is current, accurate, and complete. Company shall be responsible for all activity that occurs under its Health Dashboard login credentials.
4.1 Fees. In consideration of Uber Health’s provision of the Uber Services and Central Billing as set forth herein, Company shall pay to Uber Health all User Charges, the Service Fee (to the extent applicable), and any applicable services or access fees Uber Health may charge for certain functionality and features (collectively, the “Fees”) as set forth in section 4.2. Company will not submit claims or invoices to, or use funds directly or indirectly provided by, Medicare, Medicaid, or other federal or state government payer(s) to pay User Charges or Service Fees to Uber Health.
4.2 Payment Terms. Uber Health shall deliver to Company monthly billing statements (each, a “Monthly Statement”) for Fees incurred by Company and Company Users utilizing Central Billing during the preceding month. Each Monthly Statement shall be payable in full by Company within thirty (30) days of receipt thereof. Unless otherwise indicated on a Company User receipt, all Fees are exclusive of applicable taxes, and Company agrees to be responsible for the payment of any such taxes assessed on Fees, including, but not limited to, all sales, use, VAT or similar taxes, except for taxes based on Uber Health’s income. All payments shall be processed in the local currency applicable to the geography of the Company User’s applicable ride except in certain instances when Uber Health may process foreign transactions in United States dollars. All payments are nonrefundable except as may be expressly provided otherwise herein.
4.3 Nonpayment. Uber Health 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 Health reserves the right to immediately suspend Company’s account and suspend any or all Central Billing by all Company Users in the event of any unpaid Fees by Company due to past due Monthly Statements (as applicable), an invalid credit Company Card on the Company account, or a rejected Company Card transaction. Uber Health 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 a Company account after full payment of late Fees shall be at Uber Health’s sole discretion. All late payments shall bear interest at 3% per month or the maximum allowed by applicable law, if less than 3%.
4.4 Service Fees. “**Service Fee” means a service fee for each completed trip using Uber Health. As of the Effective Date, Company shall not be assessed a Service Fee. However, Uber Health may assess a Service Fee to Company at any time during the Term upon providing at least thirty (30) days’ prior written notice of such fee to Company.
5.1 Definition. The term “Confidential Information” shall mean any confidential or proprietary business, technical or financial information or materials of a party (“**Disclosing Party”) provided to the other party (“Receiving Party”) in connection with these Terms, whether orally or in physical form, and shall include the terms of these Terms. 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 provides written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure.
5.2 Restrictions. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes permitted under these Terms and (b) it will not disclose the Confidential Information to any third party other than Receiving Party’s employees or agents who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein. In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defenses to disclosure.
5.3 Security. Receiving Party will protect the Disclosing Party’s Confidential Information 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.
6.1 Definitions. “Company Personal Data” means information provided by Company to Uber Health in connection with these Terms relating to an identified individual, excluding any such information provided to Uber by an Active User. “Uber Personal Data” means any information Uber Health provides to Company in connection with these Terms relating to an identified individual. For the avoidance of doubt, Dashboard Data shall constitute Uber Personal Data.
6.2 Notice and Consent. Company agrees to inform, and obtain all necessary consents from, each Company User to share such Company User’s Personal Data with Uber Health. Company further agrees to inform, and get all necessary consents from each Company User as necessary for Uber Health to provide Company with detailed information on, and real-time trip status of, the rides charged to Company’s Central Billing Account. Company represents and warrants that it will obtain the necessary consents from each Company User to receive SMS messages from Uber Health, and for Uber Health to otherwise contact each Company User for the purpose of providing the Uber Service or to provide any communications pursuant to these Terms. Company agrees to inform, and obtain all necessary consents from, each applicable Company User to (i) share information regarding such Company User’s ride with a Designated Recipient(s), and (ii) allow Uber Health to communicate with Designated Recipient(s) regarding rides taken by such Company User, including to provide customer service in connection with such rides.
6.3 Data Restrictions.
6.3.1 Company Data Restrictions. Company agrees that it will use (or authorize the use of) Uber Personal Data solely for legitimate business purposes, and will limit access to Uber Personal Data and the Health Dashboard solely to Company’s personnel who have a legitimate business need to access such Uber Personal Data. Company will not disclose Uber Personal Data to any third party unless expressly authorized in writing by Uber Health, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein.
6.3.2 Uber Health Data Restrictions. Uber Health’s collection and use of Uber Personal Data, including information Uber Health obtains from individuals to establish an Active Account, shall be treated in accordance with the Uber Privacy Statement, available at www.uber.com/legal/privacy, as may be updated by Uber and its Affiliates from time to time. Uber Health agrees that Company Personal Data shall be used or disclosed as necessary to provide the Uber Service and Central Billing or as required under applicable laws or regulations. Uber Health shall limit access to Company Personal Data solely to Uber Health and its Affiliates’ personnel who have a business need to access such Company Personal Data. Uber Health will not disclose Company Personal Data to any third party unless expressly authorized in writing by Company, except for Uber Health service providers who have a legitimate business need to access Company Personal Data to carry out work solely on Uber Health’s behalf and for no other purpose, and who are in each case bound by privacy and security obligations regarding Company Personal Data at least as restrictive as those contained herein.
6.4 Security. Each of Uber Health and Company agrees to implement and maintain appropriate technical, physical and organizational measures to protect the other’s personal data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure, keeping in mind the nature of the information. In the event of a data breach involving the other party’s personal data, each party shall notify the other promptly after becoming aware that the data breach involved the other party's personal data. Such notice shall include at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised personal data; (3) the duration and expected consequences of the data breach; and (4) any mitigation or remediation measures taken or planned in response to the data breach. Upon any such discovery, each party will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the data breach, and (b) provide the other with assurances that such data breach will not recur.
7.1 License to Marks; Restrictions. The term “Marks” shall mean the trademarks, service marks, trade names, logos, slogans and other identifying symbols and indicia of a party (“Licensor”). Each party hereby grants to the other party (“Licensee”), solely during the Term, a limited, royalty-free, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to use and display the Licensor’s Marks only as expressly permitted by the other party in each instance. Notwithstanding the foregoing and solely in connection with describing Company’s business relationship with Uber Health pursuant to these Terms, Uber Health may include Company’s logos and/or trademark on Uber Health’s official website. 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.
7.2 No Publicity. Neither party may issue a press release or otherwise refer to the other party in any manner with respect to these Terms or otherwise, without the prior written consent of such other party.
7.3 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 THESE TERMS. Any development activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between Uber Health and Company prior to the commencement of any such activities.
7.4 Ownership. Uber Health and its affiliates are and shall remain the owners of all right, title and interest in and to the Uber Service, any Uber application, and Dashboard Data, including any updates, enhancements and new versions thereof, all data related to the use of the Uber Services, and all related documentation and materials provided or made available to Company or any proposed Company User or Company User in connection with these Terms.
8.1 Mutual Warranties. Each party hereby represents and warrants that (a) it has full power and authority to enter into these Terms and perform its obligations hereunder, (b) such party’s acceptance of these Terms, as well as such party’s performance of the obligations set forth in these Terms, does not and will not violate any other agreement to which such party is a party, (c) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin, and (d) such party’s Marks as provided by such party pursuant to these Terms will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
8.2 Company Warranties. Company represents and warrants that Company has obtained rights, permission and legally-adequate consent from Company Users (a) as necessary to provide Uber Health with Company User Information in connection with the Uber Service and Central Billing, (b) to receive SMS messages from Uber Health in connection with the Uber Service and Central Billing, and (c) for Uber Health to provide Company with detailed trip information, including real-time trip status, for the rides charged to Company’s account. Company represents and warrants that Company will not submit claims or invoices to, or use funds directly or indirectly provided by, Medicare, Medicaid, or other federal or state government payer(s) to pay User Charges or Service Fees to Uber Health. Company represents and warrants that it shall comply with all applicable laws and regulations applicable to the performance of its obligations hereunder. Company acknowledges that it may elect to utilize the Health Dashboard to request the Uber Service for, and provide access to Central Billing on behalf of, Guest Users (excluding Designated Recipients). Any such election is at Company’s sole discretion, and Company therefore will indemnify, defend and hold harmless Uber Health, its affiliates and their directors, officers, employees and agents against all claims, damages, losses and expenses (including reasonable attorney’s fees) with respect to any third-party claim arising out of or related to any Guest User.
8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, UBER HEALTH AND ITS AFFILIATES PROVIDE THE UBER SERVICE AND UBER APP “AS IS” AND WITHOUT WARRANTY. UBER HEALTH AND ITS AFFILIATES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE UBER SERVICE AND UBER APP WILL MEET COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF THE UBER SERVICE OR UBER APP WILL BE UNINTERRUPTED OR ERROR FREE. UBER HEALTH AND ITS AFFILIATES HEREBY DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THESE TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE UBER SERVICE OR THE UBER APP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY ACKNOWLEDGES AND AGREES THAT THE UBER SERVICE IS A TECHNOLOGY SERVICE THAT ENABLES ACCESS TO REQUEST ON-DEMAND GROUND TRANSPORTATION AND LOGISTICS SERVICES PROVIDED BY INDEPENDENT THIRD-PARTY PROVIDERS. UBER HEALTH AND UBER ARE NOT TRANSPORTATION OR LOGISTICS PROVIDERS. UBER HEALTH AND ITS AFFILIATES DO NOT GUARANTEE AVAILABILITY OF TRANSPORTATION OR LOGISTICS SERVICES, ON-TIME ARRIVALS OR DEPARTURES THEREOF, OR ANY OTHER SERVICES LEVELS RELATED TO INDEPENDENT TRANSPORTATION OR LOGISTICS PROVIDERS THAT MAY BE OBTAINED VIA THE UBER SERVICE.
OTHER THAN WITH RESPECT TO A BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 5 HEREIN, A BREACH OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN SECTION 8 HEREIN, OR A PARTY’S INDEMNIFICATION OBLIGATIONS, (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 THESE TERMS, 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 THESE TERMS FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (X) TWENTY FIVE THOUSAND DOLLARS ($25,000), OR (Y) THE TOTAL FEES PAYABLE BY COMPANY TO UBER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE LIABILITY.
These Terms shall be deemed effective as of the date electronically accepted by Company (“Effective Date”) and shall remain in effect until terminated as set forth herein (the “Term”). Either party may terminate this Terms with or without cause upon five (5) days’ advance written notice to the other party. Unless otherwise agreed upon in writing by the parties, these Terms shall automatically terminate upon the termination of the Business Associate Agreement that the parties separately entered into on or about the Effective Date (the “Business Associate Agreement”). The sections of these Terms that by their sense and context are intended to survive termination hereof will survive, including without limitation, all outstanding payment obligations, and sections 1, 4, 5, 6, 7, 8, 9, 11 and the last sentence of this section 10 of these Terms shall survive the termination of these Terms.
These Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. Any dispute, controversy, or any claim arising out of or relating to these Terms, or the interpretation, enforceability, performance, breach termination or validity thereof, including, without limitation, this arbitration clause, must be solely and finally settled by confidential arbitration in San Francisco, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. An award rendered in connection with arbitration pursuant to this section shall be final and binding upon the parties, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. No provision of this subsection limits the rights of a party to these Terms to obtain provisional, injunctive, or ancillary remedies from a court of competent jurisdiction before, after or during the pendency of any arbitration. Neither party has the right to arbitrate on a class action basis any dispute, controversy, or claim arising out of or relating to these Terms, or the interpretation, enforceability, performance, breach, termination, or validity thereof, including, without limitation, this arbitration clause.Any and all notices permitted or required to be given hereunder shall be sent to the address as may be provided by one party to the other, 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 these Terms shall be effective only if in writing and signed by both parties. In the event any provision of these Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of these Terms shall remain in full force and effect. These Terms 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 these Terms 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. These Terms 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 these Terms 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 these Terms 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 these Terms. These Terms 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. Company hereby represents that the individual clicking to accept these Terms is authorized by Company to bind, and does hereby bind, Company to the terms hereof.