Uber Hero App Terms and Conditions

Effective Date: Nov 26th 2019

Section 1

Contractual Relationships

These Terms of Use ("Terms") govern the access or use by you, an individual or entity, from within any country in the world (excluding the United States and its territories and possessions, Mainland China and Brazil) of the applications (including mobile applications), websites, content, products, and services (collectively, the "Services") made available in any country in the world (excluding the United States and its territories and possessions and Mainland China) by UBER B.V., a private limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands, with registered offices at Burgerweeshuispad 301, 1076 HR, Amsterdam, registered at the Amsterdam Chamber of Commerce under number 56317441 (collectively, "Uber"). The Services relate to access and use of the Uber Hero mobile application, which allows a referrer like you (“Hero” or “you”) to assist driver-partners to onboard and use the Uber App in consideration for earning referral payments, to be communicated to you from time to time by Uber. You will be eligible for a referral payment for each new driver-partner that you successfully refer to Uber, and that fulfills the requirements set forth by Uber. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING AND USING THE SERVICES. In these Terms, the words "including" and "include" mean "including, but not limited to."

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Uber. If you do not agree to these Terms, you may not access the Services. These Terms expressly supersede prior agreements or arrangements with you, other than with respect to any other agreement where Uber rendered payment as consideration for referrals to the extent that such agreement is inconsistent with these Terms. Your use of the Services may also be governed by additional terms and conditions provided in any separate agreement relating to driver-partner referral programs with Uber (each a "Hero Agreement").

Provision of the Services also includes access to the distinctive business format and method developed and implemented by Uber in connection with the provision of the Service utilizing and comprising the Proprietary Marks, and certain standard operating procedures, plans, directions, specifications, methods, management and advertising techniques and identification schemes, part of which are contained in these Terms (the "System").

Term and Termination

These Terms shall apply on the date that the Terms are accepted and shall remain effective until terminated as set forth herein (the "Term").

Either Party may terminate these Terms (a) without cause at any time upon seven (7) calendar days’ prior notice to the other Party; or (b) immediately, without notice, for the other Party’s material breach of these Terms. Uber reserves the right to terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, immediately at any time subject to a notice sent within a reasonable period of time following such termination by Uber, if (i) it is impractical to give a prior notice in the circumstances, or (ii) in Uber’s opinion, any delay in such termination would expose Uber or a third party to significant risk of harm or damage.

Upon termination of these Terms, you shall: (a) promptly return to Uber any and all materials (including but not limited to the Confidential Information and the Proprietary Marks) that may have been provided and/or loaned to you during the Term; and (b) immediately delete and fully remove the Uber Hero mobile application from any devices you own, manage, or otherwise control. Outstanding payment obligations shall survive the termination of these Terms.

Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate disclosures (e.g., a particular promotional webpage) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Uber may amend the Terms related to the Services from time to time. Amendments will be informed to Heros and will become effective upon Uber's posting of such updated Terms to the Uber Hero app and the website. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Section 2

License

Subject to your compliance with these Terms (including Section 5), Uber grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Services. Any rights not expressly granted herein are reserved by (a) Uber, (b) its Affiliates, where "Affiliates" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, and © Uber's licensors.

Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Uber; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or their related systems or networks.

In addition, you shall not cause any other party to access nor use the Uber Hero mobile application to: (i) design or develop a competitive or substantially similar mobile applications, product or service; (ii) copy or extract any features, functionality, or content thereof; or (iii) attempt to gain unauthorized access to the Uber Hero mobile application or related systems or networks, except to the extent such actions which are allowed under Dutch law. This restriction shall apply to all iterations of the Uber Hero mobile application and all other Uber-related applications.

Ownership

The Services and all rights therein are and shall remain Uber's property or the property of Uber's licensors. Neither these Terms or your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Uber 's patents, slogans, symbols, design details, company names, logos, product and service names, trademarks or services marks or those of Uber's licensors, whether or not registered or capable of registration, and all other proprietary rights whatsoever owned by or available to Uber or designated now or at any time hereafter by Uber for use in connection with the Services ("Proprietary Marks") except as provided below.

You shall submit for Uber’s prior written approval, all advertising and promotional material referencing or using Uber’s name or any Proprietary Marks. If you fail to submit such advertising or marketing materials or fail to comply with Uber’s conditions, you shall pay damages to Uber and indemnify Uber pursuant to Section 3 of these Terms.

Section 3

Representations and Warranties; Disclaimers; Limitation of Liability; Indemnity

Representations and Warranties

You hereby represent and warrant that:

1. You have full power and authority to enter into these Terms and perform your obligations hereunder;
2. You have not entered into, and during the pendency of the Term of these Terms will not enter into, any agreement that would prevent you from complying with these Terms;
3. You will comply with all applicable laws and regulations in your performance of these Terms, including holding and complying with all permits, licenses, registrations, and other governmental authorizations necessary to provide (i) the Service pursuant to these Terms, and (ii) services to third parties in the Territory generally; and
4. You shall require all third parties working with you, or on your behalf, to comply with all applicable terms and conditions set forth in these Terms and all applicable laws and regulations.

Disclaimer

The Services are provided "as is" and “as available”. Uber disclaims, to the maximum extent permitted by applicable law, all representations and warranties, express, implied, or statutory, not expressly set out in these Terms. In addition, Uber makes no representation, warranty, or guarantee that the Services will be uninterrupted or error-free. You agree that the entire risk arising out of your use of the Services, remains solely with you.

Limitation of Liability

You acknowledge that you are solely responsible for the use of the Services, Uber may only be held liable for direct and certain damages attributable to it, excluding any indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost business, lost revenue, lost anticipated savings, loss of goodwill, lost production, lost contract, business interruption (including interruption of internet access), wasted expenditure or any lost or corruption of data or software, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the Services, even if Uber has been intimated / advised of the possibility of such damages. Uber shall not be liable for any damages, liability or losses arising out of your use of or reliance on the Services or your inability to access or use the Services. Uber shall not be liable for delay or failure in performance resulting from causes beyond Uber’s reasonable control. In the event where Uber’s liability cannot be excluded, then Uber’s total liability to you in connection with the Services for all damages, losses, and causes of action shall not exceed [100 Euro (EUR 100)] or the equivalent amount in local currency.

Uber will not be liable for any breach of these Terms to the extent that any delay or failure by Uber to perform its obligations results directly from: (i) an act, omission or delay of you, your agents, subcontractors, consultants or employees resulting in negligence or breach of law, or which is contrary to the terms of these Terms; (b) acts, omissions or negligence of other providers of telecommunication services, except where such providers are subcontractors of Uber; or (c) acts, defaults, omissions or negligence of third party suppliers or manufacturers, except where such providers are subcontractors or suppliers of Uber.

Nothing in these Terms shall exclude or restrict the liability of either party in respect of any liability which cannot be excluded or restricted by law.

Indemnity

You agree to indemnify and hold Uber and its officers, directors, employees and agents, harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with (i) your use of the Services; (ii) your breach or violation of these Terms; (iii) your sharing of User Information with Uber; (iv) Uber’s use of User Information, (v) your use of advertising and marketing materials; or (vi) your violation of the rights of any third party.

UBER DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY HERO CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES. UBER CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Section 4

Governing Law and Arbitration

This Agreement shall be exclusively governed by and construed in accordance with the laws of France. Any dispute, conflict or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including but not limited to those relating to its validity, its construction or its enforceability ("Dispute"), shall be settled before the competent French tribunals.

Section 5

Referral Services and the System

The Services constitute a technology platform that enables users of Uber’s Hero mobile applications or websites to grow a driver-partner community of independent third party transportation providers, independent third party logistics and/or delivery providers under agreement with Uber or certain of Uber’s Affiliates, and/or independent vendors ("User"). Any information about a User made available to you in connection with User’s desire to use Uber’s mobile application for the purpose of providing transportation services shall be considered “User Information”.

YOU ACKNOWLEDGE THAT UBER DOES NOT PROVIDE TRANSPORTATION, DELIVERY OR VENDOR SERVICES OR FUNCTION AS A TRANSPORTATION PROVIDER AND THAT ALL SUCH TRANSPORTATION, DELIVERY AND VENDOR SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY UBER OR ANY OF ITS AFFILIATES.

Uber shall provide you with the System, including advice, know-how and guidance relating to the management, finance, promotion and methods of operation to be employed in connection with the Service, along with any reasonable assistance, determined by Uber in its sole discretion.

You shall ensure that your use of the Services conforms with the System in particular with regard to quality of User outreach. You shall adopt all changes in the System as instructed by Uber from time to time. In the absence of any such instructions in relation to any particular matter you shall act in such a manner which is reasonably considered to be most beneficial to Uber.

You shall diligently provide Uber with all information/reports relating to your use of the Services including User Information. In respect of User Information, you shall inform such Users about any material information, regarding the purpose of User Information, which is required under the law and shall obtain their consents. Parties agree that the User Information provided by you to Uber shall be deemed to have been complied with all the relevant laws, including but not limited to the requirement of obtaining consent of the User. In the event of breach of any of the relevant requirements, you shall be solely liable and shall hold Uber, its Affiliates, its directors and its officers harmless from any claims from any person, entity, department or agency. Uber shall have the right to disclose, use or transfer any of such User Data to any of its Affiliates, both within and outside the Territory.

You shall:

1. Verify the identity of the Users;
2. Procure any additional information or documents from Users required to be onboarded on the Uber App;
3. Provide any information or documents to Uber in respect of the above

Uber will reward €100 for each VTC License uploaded ("Carte Professionnelle VTC") and activated by Uber. Once the driver referrerd by the Hero will perform his first trip on the Uber App, the Hero will be paid €100 and once the driver referred by the Hero reaches his 50th trip, the Hero will be paid €300.

Payments will be made on a weekly basis to the Hero bank account.

User Accounts

In order to use most aspects of the Services, you must register for and maintain an active user Services account ("Account") in accordance with the terms and conditions stated herein. You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. You shall provide to Uber any and all information required in respect of Account registration. You agree that you will maintain your Account details accurate at all times, and in confidence and not share such Account details with any third party. You understand that your failure to maintain accurate, complete and up-to-date Account information may result in Uber suspending your access and use of your Account, or termination of these Terms by Uber. You shall be responsible for all activity that occurs on your Account, and agree to immediately notify Uber of any actual or suspected breach or improper use of your Account or of any unwarranted disclosure of your Account details. You shall follow all applicable laws and regulations that apply to you and in respect of the Service. Unless otherwise permitted by Uber in writing, you may only possess one Account.

Hero Conduct

You may assign or transfer your Account to any other person or entity provided that Uber is informed and has shared a prior written approval. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

You commit not to make any statements, or take any other actions whatsoever, to disparage, defame, damage or compromise the name, brand or reputation of Uber or any of its affiliates or (ii) commit any other action that could likely injure, hinder or interfere with the business of the Company or its affiliates.

Emails, Text Messaging and Telephone Calls

By creating an account, you agree that Uber may contact you by email, telephone or text (SMS) messages at any of the email addresses and phone numbers provided by you or on your behalf, as part of the normal business operation of your use of the Services. You also understand that you may opt out of receiving marketing emails and text (SMS) messages from Uber at any time by following the directions found at uber.com/unsubscribe.

Section 6

Confidential Information

For the purposes of these Terms, "Confidential Information" means any and all information provided by Uber to you in relation to the Service, including but not limited to these Terms, any Hero Agreement, the Uber Data and the User Information. You agree not to use any Confidential Information disclosed to you by Uber for its own use or for any other purpose other than to carry out your obligations as a Hero. You shall not disclose or permit disclosure of any Confidential Information to third parties or to its employees, other than directors, officers, employees, consultants and agents who are required to have such information in order to use the Services. You agree that you shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those authorized under these Terms to have any such information. You agree to immediately notify Uber in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to your attention. Notwithstanding any of the foregoing, Uber may authorize, in its sole discretion, the transfer of Confidential Information, including information relating to Uber, the Uber Data, the User Information or the provision of the Services to you, to and between branches and subsidiaries of the Hero and third parties selected by Uber (including Heroes), whether within or outside the Territory, for confidential use in connection with the provision of the Service (including for data processing purposes) and for monitoring and analyzing use of the Uber Hero mobile application.

You shall at all times perform your duties and discharge your obligations and responsibilities in accordance with (i) the System, (ii) applicable laws, (iii) and the terms, conditions and covenants of these Terms (including instruction given by Uber from time to time). You agree and covenant that in using the Services and the System you shall not breach any of your duties, obligations or covenants under applicable law. Your failure to use the Services in accordance with foregoing standards shall constitute a material breach of your obligations under these Terms. You hereby acknowledge that in order to ensure that you are complying with all the aforementioned standards, Uber shall, at all times, have the right to undertake compliance audit, including but not limited to monitoring and inspection of records, investigation, requiring independent audit review and all other powers deemed necessary by Uber.

Hero Provided Content

Uber may, in Uber’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Uber through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, ratings and reviews of facilities, initiation of support requests, and submission of entries for competitions and promotions ("Hero Content"). Any Hero Content provided by you remains your property. However, by providing Hero Content to Uber, you grant Uber a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Hero Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Uber’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all Hero Content or you have all rights, licenses, consents and releases necessary to grant Uber the license to the Hero Content as set forth above; and (ii) neither the Hero Content, nor your submission, uploading, publishing or otherwise making available of such Hero Content, nor Uber’s use of the Hero Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide Hero Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Uber in its sole discretion, whether or not such material may be protected by law. Uber may, but shall not be obligated to, review, monitor, or remove Hero Content, at Uber’s sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and applications and any updates thereto. Uber does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Claims of Copyright Infringement

Claims of copyright infringement should be sent to Uber's designated agent. Please visit Uber’s web page at https://www.uber.com/legal for the designated address and additional information.

Notice

Uber may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Uber by written communication to Uber’s address at Burgerweeshuispad 301, 1076 HR, The Netherlands.

Privacy

Uber’s Privacy Policy located at https://www.uber.com/legal/privacy/users/en (or such other location, as may be updated from time to time, within the www.uber.com domain) applies to the Service, and is an integral part of these Terms by this reference, notwithstanding any contrary statements in the Privacy Policy.

Section 7

General

You may not assign these Terms in whole or in part without Uber's prior written approval. Uber may assign these Terms without your consent to: (i) a subsidiary or Affiliate; (ii) an acquirer of Uber's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Uber or any third party as a result of these Terms or use of the Services. In particular, you shall not have the right or authority to negotiate, conclude or execute any contract or legal document with any third party in the name of Uber; to assume, create, or incur any liability of any kind, express or implied, against or in the name of Uber; or to otherwise act as the representative of Uber, unless expressly authorized in writing by Uber. It is the intent and desire of the parties that the relationship not be and not be construed as that of a commercial agent (agent commercial) within the meaning of art. L134-1 of the French commercial code.

If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision of part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. Uber's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Uber in writing.