Uber Health Product Addendum to the Uber for Business General Terms and Conditions - Australia

The company identified within this sign-up page (“Company”) hereby accepts and agrees to this Uber Health Product Addendum (“Product Addendum”) to the Uber for Business General Terms and Conditions ("General Terms") which constitutes a legally binding agreement by and between Company and Uber Pacific Pty Ltd, an Australian company registered in New South Wales (ABN 96 622 366 116), registered at PKF Lawler, Level 8, 1 O’Connell Street, Sydney NSW 2000, Australia (“Uber"). Capitalised terms used but not otherwise defined herein shall have the meaning ascribed to such terms 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. This Product Addendum sets forth the terms under which a Company may utilise the Dashboard to enable Uber Health. Company’s use of Uber Health is subject to this Product Addendum, as may be modified or updated by Uber as set forth in section 12.10 (‘Modifications’) of the General Terms.

1. Definitions. 

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

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

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

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

“Uber Health” means the Uber for Business product that, in connection with the Uber Service, enables Company to request rides on behalf of Company’s customers, clients, or other authorised individuals using the Uber Health product.

“Uber Health User” means an Active User or Guest User.

“Uber Health User Data” has the meaning set forth in section 2.2.

2. Provision of Services to Company.

2.1. Access to Services. Upon Company’s acceptance of this Product Addendum, Uber or its Affiliate will enable the Company to access Uber Health 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 Uber Health Users; and (b) view a monthly statement setting forth trips requested on behalf of Uber Health Users. Company expressly acknowledges and agrees that (i) any and all transportation services provided to Uber Health Users are provided neither by Uber nor by Company, but by independent third party transportation providers; and (ii) Company is acting solely as an administrative agent of Uber Health Users to relay requests for transportation services on behalf of Uber Health Users. Company acknowledges that any Administrator utilising Monthly Billing will incur User Charges to the account of Company, and not to the applicable Uber Health 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 Uber Health User, Company shall obtain from the Uber Health User and submit to Uber the following information with respect to such Uber Health User: (i) first and last name; (ii) active mobile phone or landline number; (iii) pick-up and drop-off location; and (iv) pick-up time and other optional trip related data (e.g. billing code, room number, and message to driver partner) (“Uber Health User Data”), in order to permit Uber to confirm whether such Uber Health User is an Active User or 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 Uber Health 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 Service. 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 Uber Health User may be suspended or banned from use of the Uber Service due to future or past violations of the End User Terms or the Community Guidelines, as may be updated by Uber from time to time, ("Violations"), and that in those circumstances Uber shall have no obligation or liability to provide any such Uber Health User access to utilise the Uber Service; and (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 Uber Health User’s trip to such Designated Recipient, including via SMS. Uber shall not be liable to Company, any Uber Health 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 take all reasonable steps to ensure all Uber Health Users, use the Uber Service and Uber App solely as set forth in this Product Addendum, the General Terms, and the End User Terms. In the event of a conflict between this Product Addendum, the General Terms and the End User Terms with respect to Company or any authorised Uber Health User or an Administrator employing Monthly Billing 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 Health and the Corporate Account for violations of this Product Addendum, the General Terms or the End User Terms.

2.4. Booking Requirements. Company represents and warrants that it is solely responsible for: (i) deciding an Active User’s or Guest User’s eligibility to use Uber Health; (ii) requesting the form of transport that is most suitable for that person; and (iii) deciding how transportation options are made available to that person. In addition, Company is prohibited from using the Dashboard and Uber Health product to transport Active Users or Guest Users: (a) as a substitute for ambulatory services; (b) for any purpose where emergency or non-emergency patient transport is more appropriate; or (c) who the Company, in its discretion, considers that the person is high risk. Company is responsible for ensuring that its practices are current with public health information and updates related to COVID-19 (or other infectious diseases or epidemics) for the city and state in which it is booking trips using the Dashboard and Uber Health product.

3. Fees and Payments.

3.1. Service Fees and User Charges. (a) Where applicable, Company will pay a monthly fee for the use of Uber Health (a “Service Fee”), which shall equal the amount set forth during the account creation (if any) or as otherwise assessed by Uber after providing at least thirty (30) days’ prior written notice of such fee to the Company. During this notice period, Company has the right to terminate the Agreement or any Product Addendum in accordance with section 3 (‘Term and Termination’) of the General Terms; and (b) Company shall pay all User Charges Uber properly assesses to Company for its use of Uber Health. Such User Charges shall be paid for through the payment card associated with the Corporate Account, unless Company participates in Monthly Billing, in which case Company shall pay such User Charges in accordance with section 5 of the General Terms. Company acknowledges and agrees that (i) Company makes payment of User Charges on behalf of Uber Health Users for transportation or other services that are obtained by Uber Health Users through the use of the Uber Service; and (ii) the User Charges are not consideration for any service provided by Uber.

3.2. 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; and (b) If Company does not participate in Monthly Billing (i) User Charges incurred in connection with this Product Addendum shall be paid through the payment card associated with the Corporate Account; and (ii) if applicable, Uber shall charge Company for Service Fees incurred during each calendar month of the Term in which Monthly Billing was not utilised (each a “Service Fee Invoice”). All fees under each Service Fee Invoice (if any) shall become due and payable upon the issuance of such Service Fee Invoice.

3.3. 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 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 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 (acting reasonably).

4. Privacy and Data Security.

4.1. Lawfulness. Company agrees to have an applicable legal basis to Process Personal Data, and agrees to notify and obtain consent from each Uber Health User: (i) to provide Uber Health User Data to Uber, which will be stored and processed in the United States of America; (ii) for Uber to track the real-time trip status; (iii) for Uber to provide Company and any Designated Recipients with detailed information on, and real-time trip status of, the rides charged to Company's Corporate Account; and (iv) to receive short message services (“SMS”) and emails from Uber, and for Uber to otherwise contact each Uber Health Userfor the purpose of providing the Uber Service or to provide any communications pursuant to the General Terms and this Product Addendum.

4.2. Restrictions. Uber shall Process the Uber Health User Data solely for the purposes described in this Product Addendum and in the General Terms.

4.3. 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.

5. Effect of Termination.

All outstanding payment obligations and sections 4-6 shall survive the termination of this Product Addendum.

6. Warranty and Indemnity.

6.1. Warranty. 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 Uber Health Users (a) to share such Uber Health User’s personal data with Uber; (b) to receive SMS messages from Uber in connection with Uber Health and the Uber Service; and (c) for Uber to provide Company and any Designated Recipients with detailed trip information, including real-time trip status, for the rides charged to Company’s account. 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 Health and the Uber Service or to provide any communications pursuant to this Product Addendum.

6.2. Indemnity. Company acknowledges that it may elect to utilise the Dashboard to request the Uber Service for, and provide access to Monthly Billing 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. Company’s liability under this section 6.2 shall be reduced proportionately if, and to the extent that, Uber or its Affiliates directly caused or contributed to any such losses.

6.3. Damages. Damages arising from Company’s breach of this “Warranty and Indemnity” section shall not be subject to the limits of liability set forth in section 11 of the General Terms.