Uber Central Product Addendum to the Uber for Business General Terms and Conditions – United States of America

This Uber Central Product Addendum (the “Product Addendum”) to the Uber for Business General Terms and Conditions (the “General Terms”) is entered into by and between the company identified within this sign-up page (“Company”) and Uber Technologies, Inc., a Delaware corporation (“Uber”). This Product Addendum sets forth the terms and conditions upon which Company may use the Dashboard or a Third-Party Service (each, a "Service Access Option") to access Uber Central (defined below). The terms in this Agreement control to the extent applicable to the Service Access Option elected by the Company. Undefined, capitalized terms used herein shall have the meaning ascribed to them in the General Terms. In the event of any conflict between the terms of the General Terms and this Product Addendum, the terms of this Product Addendum shall govern. Company’s use of Uber Central is subject to this Product Addendum, as may be modified or updated by Uber as set forth in the General Terms.

1. DEFINITIONS.

The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below:

1.1. “Active User” means an individual with an active personal Uber user account for the Uber Service, the creation of which requires (i) registering with Uber, (ii) and accepting the End User Terms.

1.2. “Central User” means an Active User or Guest User.

1.3. “Company Personal Data” means information provided by Company to Uber in connection with this Agreement relating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by an Active User.

1.4. “Designated Recipient” means an individual authorized by a Central User to provide information to Uber and receive notifications from Uber, including but not limited to through SMS messages, regarding such Central User’s trip.

1.5. “Guest User” means an individual who is not an Active User.

1.6. “Uber Central” means the Uber for Business product that, in connection with Uber’s technology systems, enables Company to request rides, or deliveries through Uber Connect when available, on behalf of Company’s customers, clients, or other authorized individuals using the Uber Central product.

1.7. “Uber Connect” means the Uber product, that in connection with Uber’s technology systems, enables Company to request delivery services from third party providers of such services (“Service Providers”) through the Uber Central dashboard.

2. PROVISION OF SERVICES TO COMPANY.

2.1. Access to Services. Upon execution of this Product Addendum, Uber will use commercially reasonable efforts to enable Company to access Uber Central via the Dashboard. In addition to the Dashboard features described in the General Terms, the Dashboard will enable Company to (a) request rides on behalf of Central Users, (b) when permitted at Uber’s sole discretion, request deliveries in geographic locations within the United States of America where Uber Connect is available (“Territory”), and (c) view a monthly statement setting forth trips requested on behalf of Central Users. Company expressly acknowledges and agrees that any and all transportation and delivery services provided to Central Users are provided neither by Uber nor by Company, but by independent third-party providers. Company acknowledges that any Administrator utilizing Monthly Billing will incur User Charges to the account of Company, and not to the applicable Central User's personal account or credit card.

2.2 Active Users; Guest Users; Designated Recipients. (a) Prior to requesting the Uber Service on behalf of any Central User, Company shall obtain from the Central User and submit to Uber the following information with respect to such Central User: (i) first and last name, (ii) active telephone number, (iii) pick-up and drop-off location; and (iv) pick-up time and other optional trip related data (e.g. billing code, trip purpose, and message to driver-partner) (collectively, “Central User Data”), in order to permit Uber to confirm whether such Central User is an Active User or is a Guest User. Company shall ensure that all data provided to Uber is accurate and complete, and Uber shall not be liable to Company, any Central User or any other party with respect to inaccurate or incomplete data supplied by Company. (b) Company shall be solely responsible for contacting, or facilitating contact with, any Guest User for whom Company requests the Uber Services. Uber shall have no responsibility for contacting or providing messaging of any sort pursuant to this Product Addendum to any individual who is not an Active User. (c) Company acknowledges that any Central User may be suspended or banned from use of the Uber Service due to future or past violations of the User Terms or Uber’s Community Guidelines ("Violations"), and that Uber shall have no obligation or liability related to a Central User that is unable to utilize the Uber Services. (d) Company may provide to Uber the name and phone number of Designated Recipient(s) in order for Uber (at Uber’s sole discretion) to provide notifications and detailed trip information, including real-time trip status, regarding a Central User’s trip or a delivery to such Designated Recipient, including via SMS. Uber shall not be liable to Company, any Central User, any Designated Recipient, or any other party with respect to inaccurate or incomplete information supplied by Company related to any Designated Recipient.

2.3. Restrictions. Company agrees to, and to cause all Central Users to, use the Uber Service and Uber App solely as set forth in this Product Addendum, the General Terms, and the End User Terms; provided, however, that in the event of a conflict between this Product Addendum, the General Terms and the End User Terms with respect to Company or any authorized Central User or an Administrator employing Uber Central with the Uber Service, the terms of this Product Addendum shall control, followed by the General Terms, then the End User Terms. Uber reserves the right to suspend Company’s use or any Administrator’s use of Uber Central and the Corporate Account for violations of this Product Addendum, the General Terms or the End User Terms. Company shall not impose any additional fees or charges on a Central User or to any other third party related to use of the Uber Central or the Uber Service.

2.4. To the extent that Company accesses Uber Central through a Third-Party Service that is integrated with the Uber Service through an Uber API or otherwise, Company’s access to Uber Central will be suspended without notice in the event that Uber suspends the Third-Party Service’s access to Uber Central or the applicable Uber API.

3. UBER CONNECT TERMS.

3.1. Uber Connect Acknowledgments.

3.1.1. Company acknowledges that the availability of and Company’s access to Uber Connect is at Uber’s sole discretion and Uber may cease offering Uber Connect to Company at any time and for any reason.

3.1.2. COMPANY ACKNOWLEDGES THAT COMPANY’S ABILITY TO OBTAIN DELIVERY SERVICES THROUGH THE USE OF UBER CONNECT DOES NOT ESTABLISH UBER AS A PROVIDER OF TRANSPORTATION, LOGISTICS OR DELIVERY SERVICES OR AS A TRANSPORTATION CARRIER AND THAT ALL SUCH TRANSPORTATION OR LOGISTICS OR DELIVERY SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY UBER OR ANY OF ITS AFFILIATES.

3.1.3. Company acknowledges that Uber will have no liability to Company for any loss, damage, non-delivery, or delay in the delivery of items requested by Company for delivery, or any unexpected issues or changes made by Uber to Uber Connect in its discretion that could arise during Company’s use of Uber Connect. Uber does not take title to any items that are requested for delivery through Uber Connect. Company agrees that no bailment is created by Company’s use of Uber Connect, and Uber is not a bailee of goods.

3.2. Central Users and Uber Connect. Prior to requesting a delivery through Uber Connect, Company shall collect and submit to Uber information about the primary third party sender(s) and/or recipient(s) of the items, including first and last name and active telephone number, in accordance with Section 2, and such individual(s) will be considered Central User(s).

3.3. Prohibited Items. Company shall not access Uber Connect to request delivery of any of the following prohibited items (“Prohibited Items”): (i) people; (ii) illegal items; (iii) firearms, weapons, ammunition, and their parts; (iv) alcohol; (v) highly perishable food or beverages (e.g., raw meat or dairy products); (vi) pharmaceutical products, over-the-counter medications, vitamins, or supplements; (vii) recreational drugs, drug paraphernalia, or tobacco products; (viii) money, gift cards, lottery tickets, or transferable securities; (ix) dangerous or hazardous items, including explosives, items that are poisonous or flammable (e.g., paints or adhesives containing a flammable liquid), substances and material identified in the Hazardous Materials Table in 49 CFR section 172.101, or material determined to be hazardous under 49 U.S.C. section 5103 et. seq. and transported in a quantity requiring placarding according to regulations prescribed under 49 CFR, Subtitle B, Chapter I, Subchapter C, hazardous waste (e.g., hypodermic needles), or medical waste; (x) stolen goods; (xi) fragile items; (xii) sexual aids or obscene or pornographic material; (xiii) livestock, regulated species (e.g., noxious weeds, prohibited seeds), or animal parts, bloods, or fluids; or (xiv) any items for which Company does not have permission to send.

3.4. Delivery Restrictions and Obligations.

3.4.1. The items requested for delivery by vehicle, together, per trip, (i) may not be greater than 30 pounds, and (ii) must fit comfortably in the trunk of a mid-size motor vehicle.

3.4.2. The items requested for delivery by bike or scooter, to the extent available, together, per trip, (i) may not be greater than 15 pounds, and (ii) must fit comfortably in a backpack.

3.4.3. Company must ensure that the items are prepared and packaged for safe delivery. Company acknowledges that Service Providers shall not be responsible for packaging items.

3.4.4. Company must ensure that items are readily available for pickup upon arrival of a Service Provider at the requested pickup location.

3.4.5. Company acknowledges that Service Providers are not responsible for leaving their vehicles or loading or unloading items from their vehicles.

3.4.6. Company agrees to instruct the applicable personnel or Central Users at the pickup and dropoff locations to meet the Service Provider at their vehicle and load or unload the items from the vehicle. Company agrees that it is responsible for communicating with applicable personnel or Central Users at the pickup and dropoff locations to inform them of the Service Provider’s arrival in order to facilitate timely pickups and dropoffs.

3.4.7. Company understands that Service Providers will not purchase items requested for delivery.

3.4.8. As between Uber and Company, Company will be responsible for all support to third party senders and recipients, including resolving any disputes or concerns from Central Users or Designated Recipients related to deliveries requested via use of Uber Connect.

3.4.9. Company agrees that it will limit pickup and dropoff locations for deliveries to within the Territory.

3.4.10. If Company uses Uber Connect to arrange delivery services and send food or beverages not otherwise prohibited by this Product Addendum, Company assumes full responsibility for such items after delivery, including any damage due to temperature sensitivity and/or tampering. Company further assumes full responsibility for chilling any perishables immediately upon delivery to help maintain the safety and quality of such items. To the extent required by applicable law, and only for the purpose of the expedited provision of items, food and beverage items are sold or delivered to third parties under Company’s retail and food delivery license privileges.

3.5. Refusal or Rejection of Deliveries.

3.5.1. At a Service Provider’s sole discretion, a Service Provider may refuse to pick up or deliver the items, or cancel the delivery after acceptance for any reason; provided at all times, Service Providers must comply with Uber’s Community Guidelines.

3.5.2. Company understands that if a Service Provider refuses to accept an item due to size or weight, or such item is a Prohibited Item, or because the Service Provider is asked to purchase such item, Company may be responsible for: (1) a cancellation fee; and (2) any Return Fees. Cancellation fees will be considered User Charges.

3.6. Delivery, Redelivery, and Undeliverable Packages.

3.6.1. If the Service Provider is not able to complete the delivery because, for example, the recipient is not at the delivery location to accept the delivery or the delivery otherwise cannot be completed according to Company’s dropoff instructions, the Service Provider may attempt to arrange for the return of the items to Company. Company acknowledges and agrees that Company may be charged for any costs associated with a delivery failure or a return delivery (“Return Fees”). Return Fees will be considered User Charges.

3.6.2. If the Service Provider is not able to return the items, Company acknowledges and agrees that the items may be left at the original pickup location, an Uber Greenlight Hub (if available in the particular market), with local law enforcement or, provided Company sends the Service Provider written instruction via the Uber Service, at the delivery location. To the extent feasible and if requested by Company, Uber will also attempt to facilitate an exchange of the undelivered items between Company and the Service Provider. Company acknowledges and agrees that Company may be charged additional fees in connection with the return, redelivery or disposal of the items, which will also be considered Return Fees.

4. FEES AND PAYMENTS.

4.1. Service Fees and User Charges. (a) Company will pay a monthly fee for the use of Uber Central (a “Service Fee”), the amount set forth during the account creation or as otherwise assessed by Uber after providing at least thirty (30) days’ prior written notice of such fee to Company. (b) Company shall pay all User Charges Uber assesses to Company for its use of Uber Central. Such User Charges shall be paid for through the payment card associated with the Corporate Account (“Company Card”) either in the ordinary course of use of the Uber Service, or based on User Charges that have accrued during a certain period (e.g., daily, weekly, or another period shorter than a month) (“Batched Billing”), unless Company participates in Monthly Billing, in which case Company shall pay such User Charges in accordance with Section 5 of the General Terms.

4.2. Billing Options. (a) Pursuant to Section 5 of the General Terms, Uber may, in its sole discretion, elect to qualify Company to participate in Monthly Billing. (b) If Company does not participate in Monthly Billing: (i) User Charges incurred in connection with this Product Addendum shall be paid through the Company Card as stated above in Section 4.1, and (ii) Uber shall charge Company for Service Fees incurred during each calendar month of the Term in which Monthly Billing was not utilized (each a “Service Fee Invoice”). All fees under each Service Fee Invoice shall be paid in full by Company within thirty (30) days of receipt of such Service Fee Invoice.

4.3. Nonpayment. Uber 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 reserves the right to immediately suspend Company's Corporate Account and suspend any or all Monthly Billing in the event of any unpaid fees by Company due to past due Monthly Statements (as applicable), an invalid credit Company Card on the Corporate Account, or a rejected Company Card transaction. Uber 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 the Corporate Account after full payment of late fees shall be at Uber's sole discretion. All late payments shall accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at 3% per month or the maximum allowed by applicable law.

5. PRIVACY AND DATA SECURITY.

5.1. Roles of parties. Each party is an independent controller of the Company Personal Data. Company will provide Company Personal Data to Uber, for the provision of the services as described in Section 2 of this Product Addendum.

5.2. Lawfulness. Company agrees to inform, and have an applicable legal basis to process personal data, and, where necessary, obtain consent from each Central User: (i) to provide Central User Data to Uber, (ii) for Uber to provide Company and any Designated Recipients, and the Third-Party Service for services requested through the Third-Party Service, with detailed information on, and real-time trip status of, the rides or deliveries charged to Company's Corporate Account, (iii) to receive SMS messages, emails, or automated calls from Uber, and for Uber to otherwise contact each Central User for the purpose of providing the Uber Service or to provide any communications pursuant to the General Terms and this Product Addendum.

5.3. Restrictions. Uber shall process the Company Personal Data solely for the purposes described in this Product Addendum and in the General Terms.

5.4. Damages. Damages arising from Company’s breach of this “Privacy and Data Security” section shall not be subject to the limits of liability set forth in the General Terms.

6. EFFECT OF TERMINATION.

All outstanding payment obligations and Sections 1, 4, 6, 7 and 8 of this Product Addendum shall survive the termination of this Agreement.

7. WARRANTY.

7.1. In addition to the warranties set forth in the General Terms, Company represents and warrants that Company has obtained rights, permission and legally adequate consent from Central Users (a) to share such Central User’s personal data with Uber, (b) to receive SMS messages or automated calls from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum, and (c) for Uber to provide (i) Company, (ii) any Designated Recipients, and (iii) when Company uses a Third-Party Service, the Third-Party Service for services requested through the Third-Party Service, with detailed trip information, including real-time trip status, for the rides or deliveries requested by Company. In addition to the warranties set forth in the General Terms, Company represents and warrants that Company has obtained the rights, permission and legally adequate consent from Designated Recipients (i) to share such Designated Recipient’s personal data with Uber and (ii) to receive SMS messages from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum. Company acknowledges that it may elect to request the Uber Service on behalf of Guest Users. Any such election is at Company's sole discretion, and, in addition to Company’s indemnity obligations under the General Terms, Company therefore will indemnify, defend and hold harmless Uber, 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 the use of the Uber Service by any Guest User.

7.2. Moreover, for the avoidance of doubt, to the extent that items requested for delivery include food or beverages, Company’s representation and warranty in the General Terms—that it is in compliance and shall remain in compliance during the Term, with all applicable local, city, state, federal, national, and international laws, rules and regulations—includes without limitation all laws, rules and regulations governing health and safety, such as time or temperature controls required for food safety. To the extent that items requested for delivery include food or beverages, Company additionally represents and warrants that: (1) all information about the items made available by Company relating to calorie count, ingredients, nutritional information, or allergen information, will at all times remain accurate and comply with applicable laws, rules, and regulations; (2) Company will package food and beverage items separately from potentially harmful products; and (3) if a third party has requested that Company include certain items, Company will not replace unavailable items with different items without the written consent of the third party.

7.3. Company further represents and warrants that it will limit pickup and dropoff locations for deliveries to within the Territory.

7.4. For the avoidance of doubt, damages arising from Company’s breach of this “Warranty” section shall not be subject to the limits of liability set forth in the General Terms.

8. INDEMNIFICATION.

8.1. In addition to Company’s indemnity obligations set forth above and in the General Terms, Company will also indemnify, defend and hold harmless Uber, 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: (a) the use of Uber Connect by any Central User or Designated Recipient; (b) any personal injury or damage to property arising from the items requested by Company for delivery; or (c) Company’s inclusion of a Prohibited Item.

8.2. 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.