U4B UBER GIFT CARD PRODUCT ADDENDUM – UNITED STATES OF AMERICA TO THE UBER FOR BUSINESS DASHBOARD ACCESS AGREEMENT
This U4B Uber Gift Card Product Addendum – United States of America (the “Product Addendum”) to the Uber for Business Dashboard Access Agreement or the online Uber for Business General Terms and Conditions – United States of America available at https://www.uber.com/legal/business/dashboard/en-US/ (as may be amended from time to time), as applicable (the “Agreement”) is entered into by and between Company and Uber (as defined below) as of click through acceptance or other execution of this Product Addendum (“Product Addendum Effective Date”). This Product Addendum is hereby incorporated by reference into the Agreement. Undefined, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Product Addendum sets forth the terms under which a Company may use the Dashboard to access the U4B Uber Gift Card Product. The terms of the Product Addendum that vary from those applicable to the United States of America (“U.S.”) are given in Appendix 1 Territorial Variations. In the event of any conflict between the terms of the Agreement and this Product Addendum, the terms of this Product Addendum shall govern with respect to the U4B Uber Gift Card Product.
1. Definitions. The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below:
“Applicable Law” means all applicable laws, statutes, ordinances, rules, regulations, orders or determinations of any federal, state, provincial, or local governmental authority.
“Dashboard” means Uber’s browser-based online dashboard for Uber for Business.
“Design Guidelines” means the Uber guidelines available at https://www.uber.com/newsroom/media-assets, as may be amended from time to time by Uber in its sole discretion.
“Gift Card Recipient” means a person that receives or is the intended recipient of one or more Uber Gift Cards requested by Company.
“Incentive Program” means an employee or customer incentive, loyalty, rewards, recognition, or gifting program.
“Issuing Entity” means The Bancorp Bank, N.A. or any affiliate or successor entity that issues Uber Gift Cards.
“Purchase Price” means the price paid by Company for each Uber Gift Card. Unless otherwise provided in writing by Uber, the Purchase Price of an Uber Gift Card is equal to its Uber Gift Card Redemption Value.
“U4B Uber Gift Card Product” means the Uber for Business (“U4B”) product that, in connection with Uber’s technology systems, enables Company to request the issuance of Uber Gift Cards through the Dashboard.
“Uber” means Uber Technologies, Inc.
“Uber App” means Uber’s mobile applications or mobile websites that allow users to access and use Uber’s products and services, as may be updated by Uber from time to time.
“Uber Gift Card” means a virtual Uber gift card code issued by the Issuing Entity for use as a payment method for select Uber Services and loaded with certain monetary value.
“Uber Gift Card Brand Guidelines” means the Uber Gift Card Brand Guidelines, available at
https://tb-static.uber.com/prod/web-dashboard/cdn/documents/gift-cards/gift-card-brand-guidelines.pdf, as may be updated from time to time by Uber.
“Uber Gift Card Redemption Value” means the denominated value for which an Uber Gift Card may be redeemed.
“Uber Gift Card Terms” means the terms and conditions for each applicable jurisdiction set forth at https://www.uber.com/legal/en/document/?name=uber-cash-terms-of-use&country=united-states&lang=en (jurisdiction selection via dropdown menu) as may be updated from time to time by Uber.
2. Provision of Services.
2.1. Access to Services. Upon execution of this Product Addendum, Uber will use commercially reasonable efforts to enable Company to access the U4B Uber Gift Card Product through the Dashboard. Company expressly acknowledges and agrees that any and all transportation and delivery services provided to Gift Card Recipients are provided neither by Uber nor by Company, but by independent third-party transportation or delivery providers. In addition, for avoidance of doubt, any items or goods made available to Gift Card Recipients are provided by independent third-party merchants.
2.2. Company Affiliates. Notwithstanding anything to the contrary in the Agreement, unless expressly permitted by Uber in writing, only Company may utilize the U4B Uber Gift Card Product. For avoidance of doubt, Company may not authorize any third party (including Company Affiliates) to use the U4B Uber Gift Card Product.
3. Uber Gift Card Billing.
3.1. Purchase Price. Uber will charge Company for the Purchase Price for each Uber Gift Card requested by Company under this Product Addendum regardless of whether the Uber Gift Card is actually used by an Uber Gift Card Recipient. Notwithstanding the terms of the Agreement and unless otherwise permitted by Uber, Company shall prepay any such Purchase Price.
3.2. Taxes. Unless otherwise indicated on a receipt, the Purchase Price of Gift Cards, to the extent applicable, is exclusive of applicable taxes.
3.3. Account Suspension. Uber reserves the right to immediately suspend Company’s Corporate Account in the event of any unpaid Uber Gift Cards. Uber further reserves the right to pursue any and all remedies available to it under applicable law in the event of any unpaid Uber Gift Cards hereunder. Reestablishing a deactivated or suspended Corporate Account after Company’s full payment of late Uber Gift Cards shall be at Uber’s sole discretion. Unless otherwise set forth in the Agreement, all late payments accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at three percent (3%) per month or the maximum allowed by applicable law.
4. Uber Gift Cards.
4.1. Requesting Uber Gift Cards. Company may request Uber Gift Cards via the Dashboard.
4.1.1. Currency. Company may request Uber Gift Cards in U.S. Dollars and any other currency that Uber makes available to Company. Uber Gift Cards in currencies other than U.S. Dollars shall be subject to the applicable Uber Gift Card Terms and the applicable Appendix 1 Territorial Variation terms.
4.2. Activation and Security. Uber Gift Cards shall, unless otherwise mutually agreed upon by the parties, be made available to Company via the Dashboard in the form of a code that can be sent to Gift Card Recipients (form and materials used to distribute the Uber Gift Cards must be pre-approved by Uber). Company shall use commercially reasonable security measures to ensure proper safekeeping of Uber Gift Cards. Uber shall not be responsible for claims or losses, including, without limitation, lost, stolen, or misappropriated Uber Gift Cards after Uber has made the Uber Gift Cards available to Company. For the avoidance of doubt, if Company elects to have Uber distribute Uber Gift Cards to Company’s Gift Card Recipient(s) on its behalf, then such distribution shall satisfy Uber’s obligation to make such Uber Gift Cards available to Company.
4.3. Distributing Gift Cards. Company may distribute Uber Gift Cards in accordance with this Section.
4.3.1. Distribution Restrictions. Company (i) shall only use Uber Gift Cards as part of an Incentive Program; (ii) shall not provide Uber Gift Cards with a value of more than two-thousand dollars (USD $2,000) per card to any person in one day; (iii) shall not provide the same Uber Gift Card to more than one person; and (iv) shall not resell or transfer, or allow Uber Gift Cards to be resold or transferred for monetary value, unless otherwise authorized in advance by Uber in writing and subject to the terms and conditions of such authorization. If Company desires to use Uber Gift Cards for one or more of these restricted uses (e.g. distribute Uber Gift Cards other than for the purposes of an Incentive Program), Company shall notify and receive prior authorization from Uber. In the event Company is granted authorization for any of these restricted uses, Company may be required to sign an additional agreement with Uber.
4.3.2. Distribution Requirements. For any Uber Gift Cards that Company delivers to Gift Card Recipients, Company agrees that it shall include a link to the applicable Uber Gift Card Terms.
4.3.3. Uber Distributed Uber Gift Cards. As an alternative to Company distributing Uber Gift Cards to Gift Card Recipients, Company may request for Uber to deliver Uber Gift Cards, which Uber may distribute via SMS message, email, in-app, or another mutually agreed upon distribution method (“Uber Distributed Gift Cards”). Company understands that Uber Distributed Gift Cards does not relieve Company of any of its obligations under this Product Addendum. Prior to requesting any Uber Distributed Gift Cards, Company shall (i) provide Uber with each Gift Card Recipient’s (a) first and last name and (b) active email address or telephone number (collectively, when sent by Company to Uber, “Company Gift Card Recipient Data”), (ii) obtain all necessary rights, permissions, and legally-adequate consents from any such Gift Card Recipients to provide Uber with Company Gift Card Recipient Data, and (iii) obtain from such Gift Card Recipients, all necessary rights, permissions, and legally-adequate consents under applicable privacy and consumer protection laws in the region where such Uber Gift Cards are being distributed in order for Uber to distribute the Uber Gift Cards. Company shall ensure that any Gift Card Recipient Data Company provides to Uber is accurate and complete, and Uber shall not be liable to Company, any Gift Card Recipient, or any other party with respect to inaccurate or incomplete data supplied by Company.
4.4. Redemption. An Uber Gift Card may be redeemed for select Uber Services in accordance with the Uber Gift Card Terms.
4.4.1. Territory. Uber reserves the right to determine where Uber Gift Cards may be used. For example, Uber Gift Cards issued in U.S. dollars may not be used outside of the United States. Uber Gift Cards may also not be used in cities or locations where Uber Services are not available.
4.4.2. Redemption Status Information. Uber is not required to provide Company with any information regarding the use or redemption of any Uber Gift Card.
4.5. Marketing and Communications.
4.5.1. Limited License. Solely with regard to Company’s distribution of Uber Gift Cards to Uber Gift Card Recipients, the Sections titled “License to Marks” and “No Publicity” of the Agreement shall not apply and shall be replaced with the following limited license: Uber hereby grants to Company a non-exclusive, non-transferable, non-sublicensable, royalty-free license, during the Term of this Product Addendum to use the Uber and/or Uber’s Affiliates name, logos, trademarks, designs, social media or other handles, hashtags, and other forms of identification that are provided to Company by Uber (“Uber Marks”) solely for purposes of distributing Uber Gift Cards to Uber Gift Card Recipients as set forth herein. Company shall not have the right to authorize others to use the Uber Marks. Company acknowledges and agrees that the Uber Marks and the goodwill represented thereby are owned and controlled by Uber and that neither this Agreement nor the performance thereof by any party will give Company any ownership or proprietary interest in the Uber Marks. This license shall cease upon the termination or other expiration of this Product Addendum. In the event Uber, in its sole discretion, determines Company has not met its obligations with respect to the Uber Marks as set forth in this Product Addendum, then Uber may terminate this Product Addendum and take any additional measures afforded to it by law or under the Agreement.
4.5.2. Marketing Materials. Any material that directly or indirectly references Uber Marks, Uber Gift Cards, or the Issuing Entity that Company publishes or circulates in any medium, whether oral, written, online, electronic, or in print (including, but not limited to approval of messages containing any of the Uber Marks delivered through social media platforms such as Twitter and Facebook) (collectively, “Company Marketing Materials”): (a) shall only be used in a manner that refers to or describes the Uber Gift Cards; (b) shall include any and all standard proprietary notices or disclaimers prescribed by Uber; (c) shall not conflict with the Uber Gift Card Terms; (d) shall comply with this Agreement and the Uber Gift Card Brand Guidelines; (e) shall comply with and be distributed in accordance with Applicable Law; and, (f) shall be appropriate and dignified and not harm Uber’s public image. Company shall preserve, and shall cause all of its Affiliates to preserve, all of the Company Marketing Materials for a period of at least two (2) years from the termination or expiration of this Product Addendum.
4.5.3. Consents. Company shall be solely responsible for obtaining any consents required, in accordance with Applicable Law, for the distribution of such Company Marketing Materials or Uber Gift Cards. Company understands that Uber shall bear no responsibility for Company’s failure to obtain proper consents or comply with Applicable Law.
4.5.4. Not for Promotional or Sweepstakes Use. Company may not, without Uber’s prior written consent and approval (through the process outlined in the Uber Gift Card Brand Guidelines, or similar), use Uber Gift Cards in connection with any promotional or sweepstakes activities (including but without limitation via websites, internet or social media advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, and radio and television broadcasts). For the avoidance of doubt, promotional or sweepstakes activities shall not be considered an “Incentive Program(s)” for the purposes of this Product Addendum.
4.6. Company Acknowledgements. Company understands and agrees that:
4.6.1. Uber reserves the right, in its sole discretion, to deny requests for Uber Gift Cards;
4.6.2. Uber or its Affiliates may from time-to-time request information from Company to confirm its identity as may be necessary under any applicable compliance obligations before making any Uber Gift Cards available to Company;
4.6.3. Notwithstanding the Confidentiality Section of the Agreement, Uber may share Company Confidential Information with the Issuing Entity or its service providers.
4.6.4. Company is solely responsible for all purchases of Uber Gift Cards made via the Corporate Account, regardless of whether such purchases were authorized;
4.6.5. Company shall not “white label,” bundle, or wrap the Uber Services or Uber Gift Cards with Company’s products or services for resale or otherwise permit third parties to request Uber Gift Cards without Uber’s prior written consent;
4.6.6. Unless otherwise required by Applicable Law, Uber is not responsible for lost, stolen, damaged Uber Gift Cards or the unauthorized use of Uber Gift Cards and Uber Gift Cards are not refundable to Company;
4.6.7. Uber may modify or cease offering the U4B Uber Gift Card Product at any time and for any reason;
4.6.8. Company’s use of an Uber Gift Card is subject to the Uber Gift Card Terms and in the event of a conflict between the Uber Gift Card Terms and the Product Addendum, the terms of the Uber Gift Card Terms shall control; and
4.6.9. A Gift Card Recipient’s redemption or use of an Uber Gift Card is subject to any limitations or restrictions that Uber may determine from time to time and to the Uber Gift Card Terms.
5. Warranties. In addition to the warranties set forth in the Agreement, Company represents and warrants that Company: (a) shall comply with this Product Addendum and all Applicable Laws in connection with Company’s activities related to Uber Gift Cards; (b) shall comply with the Uber Gift Card Brand Guidelines; (c) has all rights and permissions necessary to provide Uber with any personally identifiable information, such as Company Gift Card Recipient Data, or any other information provided to Uber hereunder in connection with U4B Uber Gift Card Product; and (d) has obtained all necessary rights, permissions, and legally-adequate consents from any such Gift Card Recipients, including consents required under Applicable Laws, Data Protection Laws, and consumer protection laws in the region where such Uber Gift Cards are being distributed for Gift Card Recipients to receive Uber Gift Cards. Uber reserves the right to immediately suspend the Corporate Account in the event Uber becomes aware or reasonably suspects that Company has violated this “Warranties” Section until the event giving rise to the suspension has been cured to Uber’s reasonable satisfaction or the Agreement has been otherwise terminated in accordance with its terms.
6. Privacy and Security.
6.1. Definitions. “Company Personal Data” means Company Gift Card Recipient Data provided by Company to Uber in connection with the Agreement relating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by a Gift Card Recipient or other third party.
6.2. Roles of Parties. Each party is an independent controller of the Company Personal Data and Uber Personal Data. Company will provide Company Personal Data to Uber, for the provision of services as described in this Product Addendum. Company will only process Uber Personal Data for administrative purposes, to manage access controls and for activity review purposes.
6.3. Lawfulness. Company agrees to inform, and have an applicable legal basis to process personal data, and, where necessary, obtain consent from each Gift Card Recipient: (a) to provide the Gift Card Recipient’s personal data to Uber and (b) to receive emails from Uber, and for Uber to otherwise contact each Gift Card Recipient for the purpose of providing the Uber Service or to provide any communications pursuant to the Agreement.
6.4. Data Restrictions.
6.4.1. Company Restrictions. Company agrees that it will use (or authorize the use of) Uber Personal Data and the Dashboard solely for internal legitimate business purposes, and will limit access to Uber Personal Data and the Dashboard solely to Company’s personnel who have a legitimate business need to access such Uber Personal Data and the Dashboard. Company will not disclose Uber Personal Data to any third parties unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein.
6.4.2. Uber Restrictions. Uber agrees that Uber shall only use or disclose Company Personal Data for the purposes described in this Agreement.
6.5. Compliance with Data Protection Laws. Each party shall comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of personal data.
7.1. In addition to Company’s indemnity obligations under the Agreement, Company will also indemnify, defend and hold harmless Uber, the Issuing Entity, their respective Affiliates, and their respective 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: Company’s breach (or claim that, if true, would be a breach) of this Product Addendum, an Incentive Program or any other approved or unapproved program, or Company’s use of the U4B Uber Gift Card Product, including, but not limited to, Company’s production or dissemination of marketing, advertising, or promoting materials or communications.
7.2. Uber shall provide prompt notice to Company of any potential claim subject to indemnification hereunder. Company will assume the defense of the claim through counsel designated by it and reasonably acceptable to Uber. Company will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of Uber, which will not be unreasonably withheld. Uber will reasonably cooperate with Company in the defense of a claim, at Company’s expense.
8. Use of Company’s Marks.
8.1. Use of Company’s Marks. In the event Uber distributes Uber Gift Cards directly to Uber Gift Card Recipients, Company hereby grants to Uber the right to use Company’s Marks, subject to the trademark license provisions the Agreement, in the Uber App, SMS messages, push notifications, or emails to help Gift Card Recipients recognize Company as the sponsor of Uber Gift Cards.
9. U4B Uber Gift Card Pilot. In the event Company has access to the U4B Uber Gift Card Product or features while it is labeled as “pilot,” “beta,” “pre-release,” or a similar designation (“U4B Uber Gift Card Pilot”), this Pilot Section shall apply. The U4B Uber Gift Card Pilot is intended for evaluation purposes and has not yet been extensively tested. Unexpected issues could arise that may impact Company’s use or the functionality of the U4B Uber Gift Card Product. Uber reserves all rights to make changes to the U4B Uber Gift Card Product and there may be prolonged interruptions or disruptions to the U4B Uber Gift Card Product. The U4B Uber Gift Card Product is provided AS IS and Uber expressly disclaims any warranties of any kind with regard to the U4B Uber Gift Card Product. Company assumes all risks related to the U4B Uber Gift Card Product and Uber shall have no liability for any harm or damage arising out of or in connection with the U4B Uber Gift Card Product. Unless otherwise communicated, the U4B Uber Gift Card Pilot will expire on the date the U4B Uber Gift Card Product becomes generally available.
10.1. Effect of Termination. Any accrued and outstanding payment obligations and any other sections that by their nature are intended to survive shall survive the expiration or termination of the Agreement.
10.2. Amending the Product Addendum. This Product Addendum may be modified or updated by Uber from time to time, without requirement of advance notice. Such modifications shall be effective immediately upon Uber making such modifications available to the general public and/or updating the URL containing this Product Addendum. By continuing to use the U4B Uber Gift Card Product after the effective date of such modification, you accept and agree to be bound by such modifications (and this Product Addendum, as amended).
APPENDIX 1 TO THE U4B UBER GIFT CARD PRODUCT ADDENDUM: