Uber Health Grocery Delivery Product Addendum to the Uber Health General Terms and Conditions – United States of America

This Uber Health Grocery Delivery Product Addendum (the “Grocery Delivery Addendum”) to the Uber Health General Terms and Conditions (the “General Terms” or “Terms”) is entered into by and between the company identified within the Uber Health sign-up process (“Company”) and Uber Health, LLC, a Delaware corporation (“Uber Health”). This Grocery Delivery Addendum sets forth the terms and conditions upon which Company may utilize the Grocery Delivery product through the Uber Health Dashboard. 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 Grocery Delivery Addendum, the terms of this Addendum shall govern. Company’s use of Grocery Delivery is subject to this Addendum, as may be modified or updated by Uber Health as set forth in the General Terms.

1. DEFINITIONS. 

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

“Dashboard Product Addendum” means, for the purposes of this Grocery Delivery Addendum, the Dashboard Product Addendum entered into by the parties pursuant to the Terms.

“Grocery Delivery” means an Uber service that, in connection with Uber’s technology systems and Portier, LLC, enables Company to request third party services from third party providers including without limitation, merchants, retailers, grocers, restaurants, independent drivers and delivery persons, and autonomous vehicles or autonomous vehicle fleet providers of such services (collectively, “Service Providers”) through an interface to Uber Eats from the Uber Health Dashboard. For the avoidance of doubt, Grocery Delivery shall include over-the-counter (“OTC”) product delivery services.

“Uber Eats Service” means Uber’s technology systems that, when used in conjunction with Uber Eats, enables users to arrange food purchases and related food delivery services from independent third-party providers of such services and goods under agreement with certain of Uber’s Affiliates.

2. PROVISION OF SERVICES TO COMPANY.

Access to Services. Upon execution of this Grocery Delivery Addendum, Uber Health will use commercially reasonable efforts to enable Company to access Grocery Delivery through an interface on the Uber Health Dashboard to enable Company Coordinators and Administrators to request Grocery Delivery for Company User(s)in geographic locations within the United States of America where Grocery Delivery is available (“Territory”). Use of Grocery Delivery requires access to the Uber Health Dashboard and assumes that Company has already entered into a Dashboard Product Addendum or will enter into a Dashboard Product Addendum contemporaneously with this Grocery Delivery Addendum.

3. GROCERY DELIVERY ACKNOWLEDGEMENTS.

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

3.2. Company acknowledges that Company’s ability to use Grocery Delivery does not establish Uber Health or its Affiliates as a provider of food services, 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 Health or any of its Affiliates.

3.3. Company acknowledges that Uber Health 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 Health to Grocery Delivery in its discretion that could arise during Company’s use of Grocery Delivery. Uber Health does not take title to any items that are requested for delivery through Grocery Delivery. Company agrees that no bailment is created by Company’s use of Grocery Delivery, and Uber Health is not a bailee of goods.

3.4. Company acknowledges that Grocery Delivery is ordered directly through the Uber Eats Service via an integration in the Uber Health Dashboard.

3.5. Company acknowledges that Company and its Coordinators and Administrators are solely responsible for ordering the correct items for Company Users including but not limited to ensuring that no alcohol is ordered, any allergens and dietary needs are taken into consideration and whether item substitutions are accepted.

4. PAYMENTS.

Company shall pay all Fees Uber Health assesses to Company for its use of Grocery Delivery in accordance with the Terms.

5. SUPPORT.

Company acknowledges that support for Grocery Delivery may be provided by agents located outside of the United States. Such support may include the storing of Company support data. Company acknowledges that it should not share any PHI with such Grocery Delivery support agents.

6. INSURANCE.

Company agrees to maintain Professional Errors and Omissions insurance, and if Customer is a pharmacy, then also Druggist Liability insurance, in the same limits as the CGL in the Terms. Company’s professional errors and omissions, druggist liability and cyber liability policies shall cover Uber as an additional insured.

7. PRIVACY.

If Company’s use of the Grocery Delivery or access to Uber Data requires or will likely result in the provision of personal information directly to Uber Health and its Affiliates, Company agrees to adequately inform and obtain all necessary consents and authorizations from Company User(s) to provide such personal information to Uber Health and its Affiliates and retain written records of such consents. Uber Health will treat personal information obtained from Company in accordance with the Terms, applicable privacy and data protection laws and its posted privacy notice.

8. WARRANTY.

In addition to the warranties set forth in the Terms, Company represents and warrants that: (a) Company has all rights and permissions necessary to provide Uber Health with the Company User personal data and any other information provided to Uber Health hereunder in connection with Uber Eats Service; (b) Company has obtained legally-adequate consent from proposed Company Users and Company Users as necessary to provide Uber Health with any personally identifiable information in connection with the Uber Eats Service including but not limited to agreeing to the Uber Eats Service Terms of Use; (c) Company has notified, and obtained legally adequate consent from, proposed Authorized Users and Authorized Users to receive SMS messages in connection with use of the Uber Eats Service; and (d) Company has notified, and obtained legally adequate consent from, proposed Authorized Users and Authorized Users that Uber will provide (i) Company, and (ii) when Company uses a Third-Party Service, the Third-Party Service for services requested through the Third-Party Service, with detailed trip information for the use of the Uber Eats Service.

9. INDEMNIFICATION.

In addition to Company’s indemnity obligations set forth above and under the Terms, Company will also indemnify, defend and hold harmless Uber Health, its Affiliates and its and their 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: (a) the use of Grocery Delivery by any Company User or Designated Recipient or (b) any personal injury or damage to property arising from the items requested by Company for delivery.