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UBER DIRECT – GENERAL TERMS

These General Terms apply to the agreement entered into between the person or entity identified within the sign-up process for the Uber Direct Services (“Merchant” or “you”), Uber Eats Switzerland GmbH established in Switzerland, having its offices in Zurich, Switzerland (“Uber Switzerland”), and UBER PORTIER B.V. a private limited liability company established in the Netherlands, having its offices at Burgerweeshuispad 301, 1076 HR Amsterdam (“Uber Portier”) (Uber Switzerland and Uber Portier together referred to as “Uber”) for the use of the Uber Direct Services (defined below). These General Terms apply in addition to any Service Terms applicable to the particular Uber Tool and/or services you choose.

PART 1 – STRUCTURE OF THE AGREEMENT

1 STRUCTURE OF THE AGREEMENT

1.1 How the the Agreement works

(a) If:

(i) you click a box indicating your acceptance of these terms; or

(ii) the parties execute an agreement referencing these terms,

you enter into an agreement (the “Agreement”) with Uber and agree to be bound by that Agreement.

(b) The Agreement will consist of the following documents:

(i) duly executed Addendums (if any);

(ii) Order Form or standard pricing contract (as applicable) ;

(iii) Service Terms; and

(iv) these General Terms.

(c) Each Addendum that references this Agreement, once executed by all parties, will be incorporated into this Agreement by reference.

(d) The document that is higher in section ‎1.1(b) will apply if there is any conflict between those documents.

(e) Unless otherwise agreed in writing, the Service Terms will apply to the specific Uber Tool you choose to access the Uber Direct Services. The Service Terms for a particular Uber Tool will not apply to you unless you make use of that Uber Tool.

1.2 Conditions Precedent

(a) When you initiate the sign-up process for the Uber Direct Services, Uber will use the information provided to assess whether you meet the following conditions (“Conditions Precedent”):

(i) you have provided valid business details in the sign-up process;

(ii) your business must not deal in the supply of Products listed in Exhibit A (Prohibited Products); and

(iii) there must not be an existing Corporate Account associated with your organisation or entity in the Territory.

(b) If you do not meet the Conditions Precedent, Uber may prevent you from completing the sign-up process or, if the sign-up process has been completed and your Corporate Account is active, immediately restrict or deactivate your access to any Uber Direct Services, including access to the Uber Tools, and this Agreement will automatically terminate 30 days after the Effective Date.

2 TERM

This Agreement shall commence on the Effective Date (the “Initial Term”) and, unless earlier terminated in accordance with the terms of this Agreement, shall continue for a period of one year from the Effective Date and shall automatically renew for successive one year periods (the “Renewal Term”, referred together with the Initial Term as the “Term”).

PART 2 – ROLES AND RESPONSIBILITIES

3 FEES AND PAYMENT

3.1 Delivery Fee

(a) In consideration for the Delivery Services, Uber Switzerland will charge you a Delivery Fee based on the pricing specified in your Order Form, unless different pricing has been mutually agreed. When you request Delivery Services via the Uber Tool, Uber Switzerland will provide you the amount of the Delivery Fee before you place the request.

(b) You acknowledge and agree that:

(i) distance amounts used for the Delivery Fee are based on the expected, not actual, delivery distance as reasonably determined by Uber;

(ii) distance will be calculated based on kilometres, or any part of a kilometre; and

(iii) distance components of the Delivery Fee are only applicable to Delivery Services occurring within the Delivery Area and any request for Delivery Services beyond the Delivery Area will be rejected.

3.2 Other Fees

Other Fees may be payable based on the services that you receive or for services that are not included within the Delivery Fee (for example, return trip fee, cancellation fee, insurance fee or customer support fee). Uber Switzerland will charge any Other Fees as agreed by the parties in the Order Form or otherwise in writing.

3.3 Changes to Fees

(a) Merchant acknowledges that the Delivery Fee is based on Uber Switzerland’s ability to use Order Batching in its performance of the Delivery Services.

(b) Merchant acknowledges and agrees that Uber Switzerland reserves the right to modify the amount of the Delivery Fee if any condition related to delivery is incorrect or is modified by Merchant, including, without limitation, changes to the pickup location, drop off location or where Merchant requests to be excluded from Order Batching.

3.4 Payment and Invoicing

(a) All Fees under this Agreement shall be paid in Swiss francs (CHF) and shall be net of any VAT, or other sales taxes.

(b) Uber Switzerland shall provide invoices for the Fees to you (each a “Payment Statement”) via the Dashboard. Billing frequency information will be made available on the Dashboard. The Delivery Fee shall be paid by Merchant to Uber Switzerland or to an Affiliate designated by Uber Switzerland.

(c) For merchants who sign up to the Uber Direct Services via an online form, you will be charged on a per trip basis for all Delivery Services requested. The payment method associated with your Corporate Account will be charged on this basis.

(d) For all other merchants, you will be charged on a monthly basis or on a basis otherwise agreed by the parties in writing. You must pay each Payment Statement in full within 30 days of receipt of such Payment Statement, following which any 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 1.5% per month or the maximum allowed by applicable Law. Your payment of invoices shall be by way of bank transfer and you agree to promptly sign any required documents to authorise collection of payment.

(e) You agree to provide and maintain during the Term in connection with your Corporate Account a valid payment method, and you acknowledge and authorise Uber Switzerland to charge the payment method associated with your Corporate Account (including any updated payment methods you provide during the term of this Agreement) for the amounts on each Payment Statement.

3.5 Expenses and Costs

Except as may be expressly agreed in this Agreement, each party shall be responsible for its expenses and costs during its performance of this Agreement.

4 SERVICES

4.1 Scope of the Services

During the Term, Uber Portier or Uber Switzerland (as applicable) shall in accordance with the terms of this Agreement:

(a) provide the Delivery Services within the Delivery Area as requested by you via your chosen Uber Tool;

(b) grant you a licence to use your chosen Uber Tool on the terms specified in the applicable Service Terms; and

(c) perform any other services or activities agreed to in these General Terms, the Service Terms, or any Addendum agreed between you and Uber,

(together, the “Uber Direct Services”).

5 DELIVERY SERVICES

5.1 Scope

During the Term, Uber Switzerland shall provide Merchant with Delivery Services within the Delivery Area, as requested by Merchant via Merchant’s chosen Uber Tool. Except as expressly set out in this Agreement, you acknowledge and agree that Uber Switzerland may determine the manner in which it provides the Delivery Services.

5.2 Merchant Products

(a) Merchant agrees that Uber Switzerland has no control over the sale, availability or quality of Products. You are responsible for ensuring that Products are handled appropriately and are appropriate for sale via your Merchant Platform. This includes:

(i) ensuring that Products and their handing, sale, distribution and all information you provide about them comply with applicable Laws, including any applicable retail or food licence and/or permit;

(ii) ensuring that Products are packaged appropriately and safely for delivery, including transport, taking into account the nature of the Products.

(iii) determining and setting the retail price of Products and the delivery fee charged to its Customers. Merchant shall be the “retailer”, “provider” or “seller” of all Products for VAT and other sales tax purposes and the responsible party for collection and remittance of the applicable taxes. For the sake of clarity, the retail price for each Product shall include VAT and other sales tax, but Merchant is solely responsible for determining all applicable taxes.

5.3 Restricted Products

In addition to its compliance with section 5.2, except where prohibited by applicable Law (including Data Protection Law), Merchant shall inform Uber Switzerland if an Order contains Restricted Product(s).

5.4 Delivery Restrictions

(a) Merchant agrees not to use the Uber Direct Services in connection with any product listed in Exhibit A (Prohibited Products). Uber Switzerland reserves the right to modify Exhibit A (Prohibited Products) in its sole discretion, in which case notice will be provided to Merchant and Exhibit A will be automatically updated.

(b) Merchant shall establish a maximum basket size weight for Orders placed on the Merchant Platform, as informed by Uber Switzerland (including in the Order Form if applicable).

(c) You acknowledge and agree that Uber Switzerland will only provide Delivery Services within the Delivery Area. Merchant acknowledges and agrees that Uber Switzerland, at its discretion, reserves the right to modify the Delivery Area for reasons including, without limitation, to prevent or otherwise limit unfulfilled orders.

(d) Merchant acknowledges and agrees that Uber Switzerland is under no obligation to provide the Uber Direct Services with respect to any Order that is not compliant with section 5.4(a) and (b).

5.5 Proof of Delivery

Uber may make available one or more proof of delivery options for Orders to Merchant, which Merchant may request through their chosen Uber Tool (“Proof of Delivery Options”). Proof of Delivery Options may vary depending on (i) the Uber Tool used to request the Delivery Services and (ii) the type of Order or category of Products included in an Order. Certain Uber Tools may not support any or all Proof of Delivery Options. Uber reserves the right to change or impose requirements or restrictions on the Proof of Delivery Options.

5.6 Title and Risk of Loss

Merchant shall maintain title to each Product until it is delivered to the Customer. At no point does the title pass to Uber Switzerland or any Courier. Uber Switzerland acknowledges and agrees that, although it does not possess title to the Product at any time, it assumes the risk of loss for the Product from the point in time when the Courier takes possession of the Product at the pickup location until completion of delivery, to the extent outlined in section 16.

6 CUSTOMER SUPPORT

(a) If agreed by the parties in writing, Uber will, acting on behalf of Merchant, make available to Customers an Uber-managed customer support service (via chat) which will be accessible to Customers via the Merchant Platform (“Uber-Managed Support Services”).

(b) Unless otherwise agreed, Uber-Managed Support Services shall only cover claims submitted within 48 hours following the event giving raise to the claim, relating to:

(i) Orders; and

(ii) Delivery Services.

(c) Uber-Managed Support Services will not cover issues or incidents relating to:

(i) Customer accounts or profiles on the Merchant Platform,

(ii) billing and/or payment via the Merchant Platform,

(iii) outage or unavailability of the Merchant Platform, and

(iv) any promotional, referral, discount or other code made available to Customers via the Merchant Platform and

(v) all other support queries with respect to issues not covered in section 6(b).

(d) In consideration for the Uber-Managed Support Services, Merchant shall pay a fee equal to the amount mutually agreed in writing.

(e) Uber may change, impose requirements or restrictions on, or stop offering Uber-Managed Support Services. Uber agrees to provide reasonable prior notice to you in the event it ceases to offer Uber-Managed Customer Support Services entirely.

7 MERCHANT SUPPORT

(a) If you have issues with the Uber Direct Services, you can contact Uber free of charge via one of the following support channels:

(i) via your account manager (as applicable);

(ii) via the Help Centre, accessible via the Uber Tool;

(iii) by phone at the number provided by Uber; or

(iv) by email: direct-ch@uber.com

(b) You will be informed of the outcome of the request within a reasonable period of time.

8 FRAUD PREVENTION ON MERCHANT PLATFORM

(a) Merchant agrees to implement and maintain, at all times, an anti-fraud system designed to detect and prevent fraudulent use of the Merchant Platform by Customers, including policies and procedures designed to ensure delivery requests are only generated in response to bonafide Orders and by legitimate users of the Merchant Platform.

(b) Merchant acknowledges and agrees that in no event shall Uber Switzerland be liable for any cost, loss or damage to Merchant or its Customers relating to the Delivery Services, where such cost, loss or damage arises from behaviour on the Merchant Platform that is fraudulent or reasonably suspected to be fraudulent.

9 MERCHANT AFFILIATES, FRANCHISEES AND CLIENTS

(a) Subject to section ‎‎9(b), you may permit:

(i) your Affiliates to utilise the Uber Direct Services on your behalf or assist you with utilising the Uber Direct Services, including using the Uber Tools;

(ii) any Franchisees to utilise the Uber Direct Services, provided that each Franchisee, before any use of the Uber Direct Services, has adhered to this Agreement by executing an Opt-in Agreement in the form provided by Uber.

(iii) if you are a Reseller Aggregator, your Clients to access the Uber Direct Services from you.

(b) Without limiting any other part of this Agreement:

(i) you must ensure that each Affiliate and Client is aware of and complies with your obligations under this Agreement (as amended from time to time in accordance with the terms of this Agreement);

(ii) to the maximum extent permitted by law, you are solely responsible for the acts and omissions of each Affiliate and Client (as applicable), and the acts or omissions of your Affiliates and Clients (as applicable) will be deemed to be your acts or omissions for the purposes of this Agreement. Uber may recover any Losses suffered by Uber in connection with the acts or omissions of Affiliates and Clients (as applicable) from you; and

(iii) to the maximum extent permitted by law, you are solely responsible for the acts and omissions of each Franchisee who you enable to use the Uber Direct Services without having first executed the Opt-in Agreement, and the acts or omissions of non-opted-in Franchisees will be deemed to be your acts or omissions for the purposes of this Agreement. Uber may recover any Losses suffered by Uber in connection with the acts or omissions of non-opted-in Franchisees from you.

PART 3 – PRIVACY, OWNERSHIP OF MATERIALS AND CONFIDENTIALITY

10 PRIVACY AND DATA SECURITY

10.1 Compliance with Data Protection Laws

All parties shall comply with Data Protection Law with respect to the processing of Personal Data in connection with this Agreement.

10.2 Role of the Parties

Merchant acknowledges that:

(a) Uber B.V. (an Affiliate of Uber) is the controller of Uber Data in the Territory;

(b) Merchant is the controller of Merchant Data;

(c) Uber B.V. is also a controller of Merchant Data, upon receipt from Merchant; and

(d) it hereby authorises Uber B.V. to share Merchant Data with Uber Switzerland and Uber Portier, as its processors, for the purpose of providing the Uber Direct Services.

10.3 Lawfulness

(a) Merchant warrants that it has the appropriate legal basis to share the Merchant Data with Uber B.V.

(b) Merchant shall include a notice on the Merchant Platform to notify Customers that Merchant Data will be shared with Uber B.V..

(c) If Merchant requests the provision of a Proof of Delivery Option in connection with the Delivery Services, Merchant shall notify Customers, before the Order is placed, that Uber will share the result of the Proof of Delivery Option with Merchant, and that such result may include Personal Data of the Customer.

10.4 Purpose Limitation

(a) Uber B.V. and its Affiliates agree to only process the Merchant Data for the purposes set out in section 11.4 of this Agreement.

(b) Merchant agrees to only process Uber Data for the purposes set out in section 11.2 of this Agreement.

10.5 Security and Data Breach

(a) Each party shall ensure that appropriate technical and organisational measures are implemented to protect Merchant Data and Uber Data (as applicable) against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure (“Information Security Incident”).

(b) Each party (the “Breaching Party”) shall promptly notify the other party in the event that the Breaching Party learns or has reason to believe that an Information Security Incident has occurred. This notification must include all reasonable information for the purposes of investigating and responding to the Information Security Incident.

10.6 Data Transfers

If this Agreement requires cross-border transfer of Personal Data, and to the extent required by Data Protection Law, the parties hereby incorporate by reference, and agree to comply with, the Standard Contractual Clauses approved by the European Commission, or other methods of transfer authorised under applicable laws. Section 11 of this Agreement shall form part of such Standard Contractual Clauses.

11 USE OF DATA

11.1 Uber Data

(a) Merchant shall receive Uber Data via the chosen Uber Tool in connection with the Uber Direct Services.

(b) Uber, acting under authorisation from Uber B.V., grants to the Merchant a royalty-free, non-exclusive, non-transferable, non-sublicensable, limited licence to use the Uber Data in the Territory during the Term in accordance with section 11.2.

11.2 Use Restrictions for Uber Data

Merchant represents and warrants that it will not process, store, aggregate, or otherwise use Uber Data in any manner except solely as necessary to facilitate the delivery of Products to Customers via the Uber Direct Services as contemplated by this Agreement.

11.3 Merchant Data

(a) Uber B.V. shall receive Merchant Data via the chosen Access Method in connection with the Uber Direct Services.

(b) Merchant grants to Uber B.V. a royalty-free, non-exclusive, non-transferable, non-sublicensable, limited licence to use the Merchant Data in the Territory for the purposes set forth in section 11.4 and for the period of time necessary to achieve such purposes, provided that Merchant grants to Uber B.V. an exclusive, perpetual licence to use any Courier Partner tip and rating data that is included in the Merchant Data for any purpose (including sharing such information with Courier Partners).

11.4 Use Restrictions for Merchant Data

(a) Uber B.V. and Uber individually represent and warrant that they shall not process, store, aggregate, or otherwise use Merchant Data in any manner except:

(i) to facilitate the provision of Uber Direct Services, as contemplated by this Agreement (including any ancillary activities related to facilitating any part of the Uber Direct Services);

(ii) as required by applicable Laws;

(iii) for product improvement purposes, data analytics, and other internal business purposes;

(iv) for fraud detection and prevention and safety purposes; and

(v) for contacting Customers for safety incidents/issues related to a specific Order.

(b) Merchant acknowledges and agrees that the restrictions outlined in this section 11.4 do not apply to Courier Partner tip and rating data that is included in the Merchant Data.

12 INTELLECTUAL PROPERTY

12.1 Marks

(a) Subject to section 12.1(b), for the duration of the Term, Uber grants to Merchant and Merchant grants to Uber and its Affiliates a royalty-free, non-exclusive, non-transferable, non-sublicensable, non-assignable, limited licence to use the other party’s Marks in the Territory solely for the purpose of performing the activities permitted in this Agreement (including promotional activities under section ‎13).

(b) The rights to use the Marks licensed under section ‎‎12.1(a) shall be subject to the following restrictions:

(i) a party must only use the Marks in the form and format specified or approved by the owner of the Marks;

(ii) a party must not use the Marks for any purpose other than what is permitted in this Agreement, except with the prior, written consent of the owner of the Marks;

(iii) all goodwill related to the use of a party’s Marks by the other party shall inure to the benefit of the owner of the Marks; and

(iv) the owner of the Marks reserves the right to revoke the licence to use its Marks if the owner of the Marks reasonably considers the quality of the other party’s goods, services or performance of its obligations under this Agreement fall below an acceptable standard.

12.2 Uber Materials

(a) Uber, its Affiliates and their respective licensors own, or have the rights to, the Uber Tools, and all related materials and data (together, the “Uber Materials”). This includes all Intellectual Property Rights.

(b) The only rights that you have to the Uber Materials are the rights set out in this Agreement. All such rights to the Uber Materials are subject to the restrictions on use of the Uber Materials as set out in this Agreement, including the restrictions on use of the Uber Tools set out in the applicable Service Terms.

12.3 Restrictions on Use of Uber Materials

(a) You agree to use the Uber Materials solely as set out in this Agreement. You warrant that you shall not, and shall not authorise any other party to, and shall ensure your personnel do not themselves nor authorise any other party to:

(i) licence, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available the Uber Materials to any other party;

(ii) modify, copy or make derivative works based upon the Uber Materials;

(iii) improperly use the Uber Materials, including creating internet "links", "framing" or "mirroring" any part on any other websites or systems, or "scraping" or otherwise improperly obtaining data from the Uber Materials;

(iv) reverse engineer, decompile, modify, disassemble or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Uber Materials;

(v) improperly use the Uber Materials, including creating Internet “links”, “framing” or “mirroring” any part on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Uber Materials;

(vi) launch or cause to be launched on or in connection with the Uber Materials a malicious automated programme or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms;

(vii) engage in fraudulent or unauthorised activity;

(viii) send spam, offensive content or unsolicited information using the Uber Materials;

(ix) use the Uber Materials for any unlawful purpose;

(x) design or develop a competitive or substantially similar product or service to the Uber Materials;

(xi) aggregate Uber’s data with competitors’ data;

(xii) copy or extract any features or functionality of the Uber Materials; or

(xiii) attempt to gain unauthorised access to the Uber Materials or its related systems or networks.

(b) Except as expressly set forth in this Agreement, nothing in this Agreement grants to either party any right, title or interest (including Intellectual Property Rights) in the other party’s products, services, technologies, materials or other property, and each party reserves all rights, title and interest (including Intellectual Property Rights) not expressly granted in this Agreement.

13 PROMOTIONAL ACTIVITIES

Merchant acknowledges and agrees that Uber and Affiliates may:

(a) refer to Merchant as a recipient of the Uber Direct Services through various promotional activities (e.g. Uber's social media channels, websites, advertisements or blogs); and

(b) feature Merchant, the Merchant Platform and Merchant’s use of the Uber Direct Services in press releases or other public communications, provided that Merchant will have the right to review and approve any such use, such approval not to be unreasonably withheld or delayed.

14 CONFIDENTIALITY

(a) Each party (the “Recipient”) agrees:

(i) not to disclose to any third party, or use in any way other than as necessary to perform this Agreement, the Confidential Information of the other party (the “Discloser”);

(ii) to ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know the Confidential Information and who are bound, in advance, by written obligations of confidentiality at least as strict as those contained in this Agreement; and

(iii) not to, and not to authorise others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information.

(b) Nothing in this section prevents the Recipient from using or disclosing the Confidential Information of the Discloser to the extent that:

(i) it needs to disclose the Confidential information to its Affiliate(s) for purpose of performing its activities under this Agreement;

(ii) the Discloser has authorised the use or disclosure; or

(iii) disclosure is required as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice and reasonably assists the Discloser in obtaining a protective order prior to making such disclosure.

Merchant and Uber may also communicate the content of the Agreement to Merchant's Franchisees in order to enable Franchisees to adhere to the Agreement as provided for in the Opt-in Agreement.

(c) The Recipient must, at the Discloser’s request or at termination or expiry of this Agreement, return or destroy the Discloser’s Confidential Information (including all copies), except where (i) such information needs to be retained by Uber B.V. (or its Affiliates) for the purposes outlined in section 11.4(a) or (ii) the Recipient needs to retain that information for the purpose of complying with its obligations under applicable Laws.

PART 4 – ALLOCATION OF RISK

15 REPRESENTATIONS AND WARRANTIES

(a) Each party hereby represents and warrants to the other parties at all times throughout the Term that:

(i) it has full power and authority to enter into this Agreement and perform its obligations under this Agreement;

(ii) it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its origin;

(iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with this Agreement;

(iv) it will comply with all applicable Laws and regulations in its performance of this Agreement (including without limitation applicable Data Protection Law); and

(v) the content, media and other materials used or provided as part of this Agreement shall not infringe or otherwise violate the Intellectual Property Rights, rights of publicity or other proprietary rights of any third party.

(b) Merchant also represents and warrants to Uber at all times throughout the Term that:

(i) it possesses all relevant rights and authorisations to carry out its activity under this Agreement in accordance with applicable Laws and that it complies with all Laws applicable to itself and its activity, including applicable retail, food, pharmaceutical, tobacco, alcohol or other health and safety codes or Laws;

(ii) it knows the contents of Orders to be transported via the Delivery Services; and

(iii) no Order shall contain any product listed in Exhibit A (Prohibited Products).

(c) THIS SECTION 15(C) APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND DOES NOT (AND IS NOT INTENDED TO) OVERRIDE ANY RIGHTS THAT A PARTY MAY HAVE PURSUANT TO APPLICABLE LAW. Except as set out in this Agreement, each party makes no representations, and hereby expressly disclaims all warranties, express or implied, regarding its services or products or any portion of its services or products, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.

16 REFUND LIABILITY

(a) Uber Switzerland’s liability for (i) refunds of any fees relating to the Uber Direct Services, including the Delivery Fee (“Uber Refunds”), and (ii) reimbursement to Merchant for refunds to Customers for any loss of, theft of, or damage to Products or Orders (“Order Reimbursement”) shall be determined by Uber Switzerland in accordance with the Refund Policy.

(b) Merchant must submit claims for an Uber Refund or an Order Reimbursement (a “Claim”) in accordance with the process outlined in the Refund Policy.

(c) Merchant acknowledges that Uber Switzerland’s acceptance of a Claim is subject to the conditions described in the Refund Policy, which may include, without limitation:

(i) Merchant’s compliance with section 9 of this Agreement;

(ii) Merchant’s submission of all reasonably requested information;

(iii) Merchant’s enablement of certain Proof of Delivery Options.

(d) To the extent that Uber Switzerland is liable for an Order Reimbursement in accordance with the Refund Policy, it will do so by deducting the Order Reimbursement from the payment due from Merchant. Refunds to Customers shall be remitted to Customers by Merchant, unless otherwise agreed.

(e) In no event shall Uber Switzerland be liable for any loss of, theft of or damage to Products;

(i) in excess of 80 CHF per Order; and

(ii) on a monthly basis, in excess of the product of all completed deliveries multiplied by the average total retail price of all Products included in each order multiplied by 0,5% (e.g., if, in a single month, Courier Partners completed 100,000 deliveries initiated by Merchant, with an average total retail price of 30 CHF per Order, then Uber Switzerland will not be liable for any loss or damage to Products arising in that month in excess of 15,000.00 CHF, calculated as 100,000 * 30 * 0.005).

For the avoidance of doubt, the aforementioned limitation shall apply, where applicable, to Merchant and Franchisees individually.

(f) Notwithstanding anything else in this Agreement, Uber Switzerland shall have in addition no liability to Merchant or any Customer for any Claim relating to:

(i) any loss and/or damage caused to Products as a result of a break in the cold chain that occurred prior to the pickup of the Order by a Courier-Partner;

(ii) loss, damage or theft of any Product or Order delivered via the Delivery Services where Uber reasonably believes that the Claim relates to fraudulent activity on the Merchant Platform; or

(ii) any Orders containing Product(s) listed in Exhibit A (Prohibited Products).

(g) Except as noted in this section 16, Merchant acknowledges and agrees that Uber and its Affiliates will have no liability to Merchant or any Customer for any loss of, damage to, non-delivery of, or delay in the delivery of Orders or Products.

17 INDEMNIFICATION

17.1 Indemnified Claims

Each party (the “Indemnifying Party”) shall indemnify, defend (at the other party's option) and hold harmless the other party, its Affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable legal fees) with respect to:

(a) the negligence or willful misconduct of the Indemnifying Party and its employees, subcontractors or agents;

(b) any claim that the Indemnifying Party’s Marks infringe a third party’s Intellectual Property Rights, rights of publicity or other proprietary rights, as long as such Marks have been used in the manner approved by the Indemnifying Party;

(c) a breach of applicable Law; and

(d) any breach of:

(i) where Merchant is the Indemnifying Party, the warranties contained in section 15(b), and the use restrictions for Uber Data contained in section 11.2, and

(ii) where Uber is the Indemnifying Party, the use restriction for Merchant Data contained in section 11.4.

17.2 Procedure

Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification under this section 17. The Indemnifying Party shall assume the defence of the claim through legal counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party shall not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which shall not be unreasonably withheld. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defence of a claim, at the Indemnifying Party’s expense.

18 LIMITATIONS OF LIABILITY

(a) THIS SECTION 18 APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND DOES NOT (AND IS NOT INTENDED TO) OVERRIDE ANY RIGHTS THAT A PARTY MAY HAVE PURSUANT TO APPLICABLE LAW.

(b) In no event shall a party be liable for any claim for any indirect, willful, punitive, incidental, exemplary, special or consequential damages, for loss of business profits, or damages for loss of business or any third party arising out of this Agreement, or loss or inaccuracy of data of any kind, even if such party has been advised of the possibility of such damages.

(c) Except for the relevant indemnification obligations under section 17:

(i) Uber and Uber Switzerland's combined total cumulative liability of each and every kind to Merchant under this Agreement shall not exceed 100,000 CHF; and

(ii) Merchant’s total cumulative liability of each and every kind to Uber and Uber Switzerland under this Agreement shall not exceed 100,000 CHF.

19 INSURANCE

(a) During the Term and for one (1) year thereafter, each party shall maintain:

(i) commercial general liability insurance (including contractual liability, personal and advertising injury and products and completed operations) of at least €1,000,000 (or local currency equivalent) combined single limit per occurrence for bodily injury, death and property damage liability, and €2,000,000 (or local currency equivalent) in aggregate; and

(ii) worker’s compensation insurance (or its equivalent) of at least €1,000,000 or comply with the legal obligations of contribution to the applicable social security systems in relation to its employees.

(b) All policies shall be provided by reputable insurance companies with a Best’s policyholder rating of not less than A-.

(c) On reasonable request from the other party, each party must provide a certificate of insurance as evidence of the insurance it maintains in accordance with this section ‎‎19.

(d) In no event shall the limits of any policy be considered as limiting the liability of a party under this Agreement.

20 AUDITS

During the Term of the Agreement, and for a period of 12 months after expiry or termination of it, in case of any suspected or actual breach by Merchant (or its employees, agents, sub-contractors or representatives) of (i) this Agreement or (ii) any applicable Laws (including labour, anti-slavery or anti-bribery corruption Laws) (a “Breach”), Uber and/ or Uber Switzerland (or their authorised representative(s)) shall have the right, acting reasonably, to conduct an audit at Merchant’s premises, and/ or request and receive copies of any or all of Merchant’s records in connection with this Agreement (“Audit”), at Merchant’s cost, subject to at least twenty four (24) hours written notice by Uber and/ or Uber Switzerland. Merchant agrees to provide all reasonably necessary access and co-operation to Uber and/ or Uber Switzerland in connection with any Audit.

PART 5 – TERMINATION RIGHTS

21 TERMINATION

(a) A party may terminate this Agreement:

(i) immediately in the event of a material breach by the other party, if, where curable, the breach is not cured within seven (7) days’ notice by the non-breaching party;

(ii) at any time without cause, by giving thirty (30) days’ prior written notice of termination to the other party;

(iii) immediately, by written notice, in the event of a Brand Matter; or

(iv) immediately, by written notice, if it reasonably considers that continued provision or receipt (as applicable) of the Uber Direct Services may give rise to a public safety risk, security risk, or breach of applicable Laws.

For the avoidance of doubt, and without limitation, a breach of sections 3.4 (Payment and Invoicing), 8 (Fraud Prevention on Merchant Platform), 10 (Privacy and Data Security), 11.2 and 11.4 (Use of Data), 12.3 (Restriction on Use of Uber Materials) and 15 (Representations and Warranties) shall constitute a material breach for the purposes of section 21(a).

(b) Separately, you may terminate this Agreement in accordance with clause 22.2(a).

(c) If (i) you only access Uber Direct Services via an Aggregator Platform, and (ii) the Aggregator Terms are terminated or expire for any reason, this Agreement will automatically terminate upon termination or expiry of the Aggregator Terms.

PART 6 - GENERAL LEGAL PROVISIONS

22 GENERAL PROVISIONS

22.1 Survival

Accrued and outstanding payment obligations, sections 1 (Structure of the Agreement), 10 (Privacy and Data Security), 14 (Confidentiality), 16 (Refund Liability), 17 (Indemnification), 18 (Limitation of Liability), 19 (Insurance), 22.1 (Survival), 22.3 (Notice), 22.9 (Governing Law and Jurisdiction) and 23 (Definitions) shall survive the expiration or termination of this Agreement.

22.2 Variation

(a) Uber may modify the General Terms, Service Terms, Order Form or standard pricing contract (as applicable) at any time by:

(i) for an Order Form, providing you with a new or varied Order Form by email – the modification will take effect on your written agreement;

(ii) for the General Terms, Service Terms or standard pricing contract, publishing a new version on the Uber website and letting you know by email – the modification will take effect from the date of publication on the Uber website or the date specified in a notification from Uber under section ‎‎22.2(b) (whichever is later); or

(iii) for an Addendum agreed from time to time by you and Uber – the modification will take effect from the date specified in that Addendum.

(b) If a modification to the General Terms or Service Terms will be detrimental to your rights or obligations under this Agreement, Uber or one of its Affiliates will let you know at least 30 days before that modification is made. During that 30 day period, you have the right to terminate this Agreement immediately with written notice.

(c) You will be deemed to have consented to the modifications made under this section if you continue to use the Uber Services after the modifications have come into effect.

22.3 Notice

(a) Any notice required or permitted to be delivered to Merchant by this Agreement shall be notified to you via the address or email address provided by you in the relevant Order Form or in the sign-up process to receive Uber Direct Services.

(b) Any notice required or permitted to be delivered to Uber by this Agreement shall be notified via business-support@uber.com.

22.4 Waiver

The failure of any party to enforce, at any time or for any period of time, its rights under this Agreement shall not be construed as a waiver of such right and shall in no way affect that party’s right to enforce its rights in the future.

22.5 Invalidity

(a) In the event any provision of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part under any law, such provision shall to that extent be deemed not to form part of this Agreement, but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

(b) In that event, the parties shall replace the illegal, invalid or unenforceable provision with a provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision.

22.6 Force Majeure

(a) Any delay in or failure by any party in performance of this Agreement shall be excused if and to the extent the delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, pandemics, strikes, work stoppage or other labour disturbances, war or sabotage (each being a “Force Majeure Event”).

(b) The affected party shall promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimise any resulting delay in or interference with the performance of its obligations under this Agreement.

22.7 Transfers, Assignment and Subcontracting

(a) Neither party may assign or transfer this Agreement or any or all of their respective rights or obligations under it, in whole or in part, without the other party’s prior consent, unless the assignment or transfer is to an Affiliate of the party, in which case no consent is required from the other party.

(b) Uber and Uber Switzerland may subcontract their respective rights and obligations under this Agreement.

22.8 Relationship Between the Parties

Nothing in this Agreement creates any partnership, joint venture, joint enterprise, or agency relationship among the parties, and no party or its employees has the right to make any decisions or enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other part to this Agreement, except where the other party has provided written authorisation, executed by an authorised representative of that other party.

22.9 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Switzerland. In the event of a dispute, either party may file an action before the competent cantonal court in Switzerland. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply to this Agreement.

22.10 Entire Agreement

This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter of this Agreement and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating to such subject matter.

The parties may enter into this Agreement by one of the methods described in section ‎‎1.1(a) of these General Terms.

23 DEFINITIONS

EXHIBIT A: PROHIBITED PRODUCTS

• Illegal items, including materials, products or information that promote illegal items or facilitate illegal acts; goods that Merchant does not own or is not authorised to sell; goods produced in violation of third party rights; goods violating import, export or labelling restrictions; motor vehicles subject to transfer restrictions; You (Merchant) are solely and completely responsible for verifying that all items are authentic and legal.
• Firearms, including weaponry, their parts and any item made to look like a deadly weapon.
• Drugs, medications and medical devices which online sale and delivery are prohibited pursuant to applicable law.
• Recreational drugs and tobacco, including any product enabling the use of recreational drugs or tobacco products
• Herbal controlled substances, such as kava, kratom
• Adult products, including but not limited to pornography, sexually explicit or obscene adult items or materials and products containing images of nudity.
• Money, giftcards, lottery tickets or transferable securities
• Damaged, defective, dangerous or hazardous items, including explosives, items that are poisonous or flammable (Flares, Flare launchers, Flare guns, Flare gun receivers, Strike anywhere matches, Items containing carbon tetrachloride or thermite) medical waste and other dangerous or hazardous items as described in the applicable regulations
• Stolen goods
• Fragile items
• Pesticides
• Chemicals
• Engine vehicles, including Automotive airbags
• Animals and Regulated Species : Parts of animals, or fluids; prohibited seeds, harmful plants; plants or other regulated organisms (including their derivatives) in danger of extinction or whose trade is in any case as provided by law.
• Products infringing intellectual property rights such as unauthorised copies of books, music, movies, and other protected or licensed materials including copies without proper attribution; and unauthorised copies of software, video games, and other protected or licensed materials
• Counterfeits and unauthorised products : Replicas or imitations of designers or other goods; celebrity items that would normally require authentication; fake autographs; currency; stamps; tickets; or other unauthorised goods.
• Devices or tools for theft or unlocking security measures such as lock picking devices, modems, chips or other devices for dismantling technical protection measures as well as in digital devices, including for unlocking iPhones.
• Hacking and surveillance materials and equipment such as manuals, guides, information or equipment that violates the law by damaging or fraudulently facilitating access to software, servers, websites or other protected property.
• Human body such as people or organs or other parts of the body; body fluids; stem cells; embryos.
• Illegal telecommunications equipment such as devices intended to obtain free satellite signal, illegal products to modify cell phones and other equipment.
• Offensive goods such as Goods, literature, products, or other material that:
  • Defames any person or group of people based on race, ethnicity, national origin, religion, sex, or other factor.
  • Defames any person or group of persons protected under applicable law in cases of defamation (such as the royal family in some jurisdictions).
  • Exalting or inciting violence.
  • Promote intolerance or hatred.
  • Promoting or supporting membership in terrorist groups or other organizations prohibited by law.
  • Contravene public morality (including any item offending human dignity, inappropriately targeting minors or including pornographic references to minors).