Uber Vouchers Product Addendum to the General Terms and Conditions - International Version

The company identified within this sign-up page (“Company”) hereby accepts and agrees to this Uber Vouchers Product Addendum (“Product Addendum”) to the Uber for Business General Terms and Conditions (the “General Terms”) which constitutes a legally binding agreement by and between Company and Uber B.V., a private limited liability company incorporated under the laws of the Netherlands with a company registration number of 56317441 and registered address of Burgerweeshuispad 301, 1076 HR Amsterdam (“Uber”). Capitalized 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 Company may utilize the Dashboard to create Uber Vouchers. Company’s use of Uber Vouchers is subject to this Product Addendum, as may be modified or updated 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 Account” means an account of an Authorized User that has: (i) been installed or accessed through the Uber App, or Uber Eats App, as applicable on a compatible mobile device, (ii) registered for and maintained during the Term an active personal user account for the Uber Service, which registration requires the entry of certain personally identifiable information and a personal credit card number, and (iii) confirmed the mobile number provided during the Uber App registration process.

1.2 “Authorized User” means an individual that has received one or more Uber Vouchers that was sent by Company.

1.3 “Program” means an event or series of events for which Company wants to provide Authorized Users with an Uber Voucher to use in connection with the Uber Services (as defined in the General Terms).

1.4 “Personal Data” means any information Company obtains from Uber in connection with this Product Addendum that can reasonably be used to identify an individual, including but not limited to this information that is made available in the Dashboard Data as defined in the General Terms and any other data that may otherwise be considered personal data.

1.5 “Redemption Value” shall mean the maximum amount for which any single Uber Voucher may be utilized by an Authorized User to receive a full or partial payment for User Charges pursuant to this Product Addendum.

1.6 “Uber Voucher” means a promotional code generated by Company that, when validly applied, allows an individual with an Active Account to receive a partial or full payment by Company for User Charges up to the amount of the applicable Uber Voucher, subject to (i) any utilization requirements and limitations established by Company, (ii) the terms of this Product Addendum, and (iii) other restrictions and limitations as Uber may determine from time to time that are generally applicable to all discount codes generated by Uber.

1.7 “Utilization Amount” means the exact monetary amount of an Uber Voucher an Authorized User utilized for User Charges.

2. FEES AND PAYMENTS.

2.1. Utilization Amount. Unless Uber authorizes otherwise, Uber Vouchers are only available for a Company that participates in Monthly Billing. Accordingly, Uber shall charge Company the Utilization Amount of each such Uber Voucher on a monthly basis and Company shall pay it in accordance with Section 5 of the General Terms. If a fare exceeds the Uber Voucher value for an individual transaction, the balance shall be charged to such Authorized User’s payment method on file in their Active Account.

2.2. Monthly Billing. Pursuant to Section 5 of the General Terms, Uber may, in its sole discretion, elect to qualify Company to participate in Monthly Billing.

2.3. Account Suspension. Uber reserves the right to immediately suspend Company’s Corporate Account and suspend any or all access to Uber Vouchers by Authorized Users in the event of any unpaid Utilization Amount by Company due on any past Monthly Statements. Uber may also deactivate or suspend use of Uber Vouchers at any time during the Term at its sole discretion. Uber further reserves the right to pursue any and all remedies available to it under applicable law, including, but not limited to, reporting Company to applicable credit reporting agencies, in the event of any unpaid Utilization Amount hereunder. Reestablishing a deactivated or suspended Corporate Account after Company’s full payment of late Utilization Amount 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.

3. ACCESS TO UBER DASHBOARD.

3.1. Account Administration and Company Dashboard. Company shall be responsible for all activity that occurs under all Programs and Uber Vouchers created through the Dashboard.

3.2. Authorized User Updates. It is Company’s sole responsibility to keep and maintain an accurate list of current Authorized Users to receive and utilize Uber Vouchers.

4. UBER VOUCHERS.

4.1. Creating Uber Programs and Uber Vouchers; Limitations.

4.1.1. Company may create Programs within the Dashboard, which will generate Uber Vouchers for Company to distribute to Authorized Users. Uber shall run such Programs only in the countries where Uber makes Uber Vouchers available to Company. Company acknowledges and agrees that it is responsible for all marketing, promotion, and advertising of the voucher programs, including but not limited to ensuring that such marketing, promotion, and advertising is in compliance with all applicable laws, rules, regulations and ordinances and that it does not harm the goodwill or reputation of Uber.

4.1.2. Company can choose to either create a Program with: (a) one single Uber Voucher to distribute to all Authorized Users (a “Single Code”); or (b) individualized Uber Vouchers that Company can distribute to each Authorized User, which are limited to one code per person, and can only be used by the first person who redeems the code (each an “Individualized Code”). Company acknowledges and agrees that Single Codes and Individualized Codes may not be used as intended if an Authorized User shares the code with a non-Authorized User, that Uber has no way to prevent such sharing or non-intended use, and that all of Company’s obligations under this Product Addendum apply no matter who redeems a code under this Product Addendum.

4.1.2.1. Single Codes. For any Program that utilizes a Single Code, Company may limit the number of times such code can be used; provided, however, Company must clearly and conspicuously disclose to each Authorized User that (a) use of the code is not guaranteed, and (b) must clearly and conspicuously disclose the materials terms and conditions of each Single Code to each Authorized User. Company acknowledges and agrees that: (1) a Single Code may be used by consumers (including non-Authorized Users) Company did not intend to target, but Company will be financially responsible for the number of times the Single Code is used to access Uber Services; and (2) for any individual that tries to access a Single Code after the usage limitations have been met, Uber will direct such individual to contact Company about such matter. Notwithstanding, Company acknowledges and agrees that in no event will Uber be liable to (i) Authorized Users who were targeted to receive such Uber Voucher but were not able to use the Single Code or (ii) Company for Uber’s non-fulfillment of the Uber Voucher as a result of usage limitations set by Company.

4.1.2.2. Individualized Codes. For any Program that utilizes Individualized Codes, it is Company’s responsibility to correctly deliver such codes to Authorized Users and to clearly and conspicuously disclose the materials terms and conditions of each Individualized Code to each Authorized User. Company acknowledges and agrees that: for any individual that tries to access an Individualized Code after such code has expired, Uber will direct such individual to contact Company about such expired Individualized Code. Notwithstanding, Company acknowledges and agrees that in no event will Uber be liable to (i) Authorized Users who were targeted to receive such Uber Voucher but were not able to use the Individualized Code or (ii) Company for Uber’s non-fulfillment of the Uber Voucher as a result of usage limitations set by Company.

4.1.3. Uber Delivered Vouchers. In addition to creating Programs under this Product Addendum, and if this option is made available by Uber, Company may choose to create an Uber Voucher for a specific Authorized User by requesting that Uber deliver such Uber Voucher to the Authorized User via short message service (“SMS”) or by another agreed upon delivery method (each an “Uber Delivered Voucher”). Prior to creating an Uber Delivered Voucher, Company shall obtain consent from the Authorized User, or rely on another appropriate legal basis for sharing such personal data, and submit to Uber the following information with respect to such Authorized User: (a) first and last name and; (b) active telephone number (collectively, “Authorized User Data”). Company shall ensure that any Authorized User Data Company provides to Uber is accurate and complete, and Uber shall not be liable to Company, any Authorized User, or any other party with respect to inaccurate or incomplete data supplied by Company, or if Company failed to comply with the abovementioned requirements for transferring the personal data to Uber.

4.2. Uber Voucher Limitations. Company shall ensure the maximum aggregate Redemption Value of Uber Vouchers that Company has outstanding at any given time during the Term shall not exceed the credit amount approved by Uber for Company’s Monthly Billing, unless Uber agrees in writing to allow Company to distribute a different amount of Uber Vouchers. Each Uber Voucher created by Company shall: (1) expire no later than twelve months following the date on which the Company created the Uber Voucher; (2) have a minimum Redemption Value for each country for which an Uber Voucher was ordered as specified in the Dashboard; (3) be valid for redemption in areas where Uber is available until such Uber Voucher expires; and (4) be feasibly usable for the Authorized User receiving such Uber Voucher (e.g., an Authorized User cannot be located in London, England and receive a code that is only valid in Johannesburg, South Africa).

4.3. Restrictions of Use. Company cannot use Uber Vouchers with any third-party promotion, agreement, relationship, marketing event, partnership, or any other use case without Uber’s prior written consent. Company agrees it will not apply, or allow to be applied, the Uber Voucher to a User account without first disclosing all of the disclaimers as obligated herein.

4.4 Modification or Cancellation of Uber Vouchers. After a Program is created, Company may only: (1) update a Program to make the restrictions and/or value more permissive if the Uber Voucher has not yet been distributed to Authorized Users; or (2) cancel a Program in its entirety, in which case Company shall immediately notify all Authorized Users they distributed a Uber Voucher code to that such Program is cancelled, and that Company, and not Uber, made the decision to do so. Such notification shall be subject to Uber’s prior written approval. Company acknowledges and agrees that if Company modifies or cancels a Program: (1) Company remains financially responsible to Authorized Users who received an Uber Voucher from Company, whether or not the Authorized User used such Uber Voucher before Company modified or cancelled the Program; and (2) that if an individual is unable to use an Uber Voucher for a modified or cancelled Program, Uber will direct such individual to contact Company about any modification or cancellation issues. Notwithstanding, Company acknowledges and agrees that in no event will Uber be liable to: (i) Authorized Users who received such Uber Voucher, but were not able to use the Uber Voucher following Company’s modifications to or cancellation of the Program by Company or (ii) Company for Uber’s non-fulfillment of the Uber Voucher as a result of a modifications to or cancellation of the Program by Company.

4.5 Marketing and Messaging Related to Uber Vouchers.

4.5.1. Marketing Guidelines. At all times during the Term, Company shall follow the marketing guidelines that the parties have agreed to in Exhibit 1 of this Product Addendum (the “Marketing Guidelines”), which Uber may update from time to time in its discretion.

4.5.2. Delivery of Uber Vouchers to Authorized Users. In the event Company is delivering Uber Vouchers to Authorized Users, Company will receive Uber Vouchers in the form of code links, that Company may deliver to Authorized Users via email or other communication channels in accordance with applicable laws. Company shall ensure that it is the sole sender of the message as defined by applicable data privacy laws, marketing and/or consumer regulation or guidelines and that Uber does not appear as the sender of such message. Company shall not deliver or attempt to deliver any Uber Vouchers through a public-facing or accessible website/page or social media.

4.5.3. Pre-Authorized Email Templates. Company may use any of the below pre-approved email templates for relevant Programs, so long as Company uses the “Terms” in this section.

[#]% off up to [#] [Uber Service]: "Get [#]% off up to [#] [rides/meals] (up to [CURRENCY] off per [ride/meal]), with Uber Voucher code [INSERT LINK]. Terms apply.*"

Up to [CURRENCY] off [#] [Uber Service]: "Take up to [CURRENCY][#] off [#] per [ride to or from [location] using the Uber App]/[or item delivery with Uber] with Voucher code [INSERT LINK]. Terms apply.*"

Terms: *Limited Availability. No cash value. One-time use only. Maximum discount of $[#] per redemption. Maximum of [#] [trips/orders] per account. To redeem discount, Uber Voucher code [INSERT LINK] must be applied to Payment section of the Uber App or Uber App prior to requesting the intended [trip/order]. Uber Voucher valid [DATE], [TIME], through [DATE], [TIME] [or, if applicable: Uber Voucher valid between [TIME] and [TIME] on [DATE]]. Uber Voucher expires [DATE] at [TIME]. Uber Voucher is only valid for [rides/orders] placed using applicable Uber app. Taxes and other fees will be covered provided that the value of the Uber Voucher is greater than the total [trip/order] amount. Offer is non-transferable, subject to change or cancellation. Issues involving redemption and/or use of the Uber Voucher code should be directed to [YOUR COMPANY NAME] at [INSERT YOUR COMPANY CONTACT INFO].

Individualized Code: Company must add the following language to the beginning of the Terms paragraph above for any Program that involves Individualized Codes: Limited to one code per person. Can only be used by the first person who redeems the code. Non-transferrable.

4.5.4. Uber Vouchers Disclaimer. Company shall ensure that any delivery or distribution by Company of an Uber Voucher to an Authorized User, or any communication related thereto, shall include a prominent disclaimer notifying at minima the Authorized User that such Uber Voucher: (a) may only be redeemed for specific types of [rides/orders] requested via Uber’s applicable mobile application: (b) is subject to a specific, defined expiration date; (c) is subject to specific, defined geographic restrictions; (d) is subject to a specific, defined maximum Redemption Value; (e) cannot be redeemed for goods or services outside of the Uber App or Uber Eats App, as applicable; (f) once redeemed by an Authorized User, Uber Voucher value is not transferable to other Uber accounts, users or products; (g) Authorized User and Company will not receive any value or credit for any unused portions of Uber Voucher; and (h) has no cash value and may not be redeemed for cash, except as required by law. The following is a pre-approved disclaimer for a Single Code: “Limited availability. No cash value. One-time use only. Maximum discount of [CURRENCY][#] per trip/order. To redeem discount, Uber Voucher code [INSERT CODE] must be applied to Payment section of the Uber mobile app prior to requesting the intended trip/order. Uber Voucher valid [DATE], [TIME], through [DATE], [TIME] [or, if applicable: Uber Voucher valid between [TIME] and [TIME] on [DATE]]. Uber Voucher expires [DATE] at [TIME]. Uber Voucher is only valid for [order/trips] placed using the Uber App or Uber Eats App, as applicable. Cannot be combined with other promotions/discounts. Offer is non-transferable, subject to change or cancellation. Issues involving redemption and/or use of the Uber Voucher code should be directed to [YOUR COMPANY NAME] at [INSERT COMPANY CONTACT INFO].” If an Individualized Code, Company should also add to the beginning of the pre-approved disclaimer paragraph: “Limited to one code per person. Can only be used by the first person who redeems the code. Non-transferrable.” Company shall ensure that any delivery or distribution by Company of an Uber Voucher to an Authorized User, or any communication related thereto, shall include any provision that would be required under applicable laws.

4.6. Uber Account Required.

4.6.1. Active Account Required. Company acknowledges and agrees that before an individual can utilize an Uber Voucher pursuant to this Product Addendum, such proposed Authorized User must have an Active Account to activate such Uber Voucher.

4.6.2. Violations. Company acknowledges that certain proposed Authorized Users may be suspended or banned from use of the Uber Service due to future or past violations of the End User Terms or Community Guidelines, available at https://www.uber.com/legal/community-guidelines (“ Violations”), and that Uber shall have no obligation or liability related to a proposed Authorized User that is unable to obtain, maintain, or use Uber Vouchers due to Violations. In the event that an Authorized User’s Active Account is suspended or terminated pursuant to the End User Terms, such Authorized User’s access to Uber Vouchers shall also be immediately suspended.

4.6.3. Restrictions. Company agrees to use the Corporate Account, and Uber Vouchers, solely as set forth in the Product Addendum. Company shall not, and shall not authorize others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Uber Vouchers, Uber Service,Uber App or Uber Eats App, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Uber Service, Uber App or Uber Eats App to any unaffiliated third party, (c) modify or alter any Uber Voucher as created pursuant to this Product Addendum, or (d) otherwise impose any additional fees or charges on an Authorized User related to use of the Uber Vouchers. Uber reserves all rights not expressly granted to Company or Authorized Users under this Product Addendum.

5. UBER VOUCHER USAGE.

5.1. Uber Vouchers may be used for personal purposes by the recipient of any such Uber Voucher only, and may not be resold or used in connection with any marketing, advertising, promotional or other commercial activities, including, without limitation, via websites, Internet advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, radio and television broadcasts, or otherwise.

5.2. Company is responsible for lost, stolen, or misused Uber Vouchers unless otherwise required by law.

5.3. Uber reserves the right to close or suspend Company’s, or any Authorized User’s, account, adjust balances and/or request alternative forms of payment if Uber determines in its sole discretion that an Uber Voucher is or has been fraudulently obtained or used.

5.4. Uber may cease offering the Uber Vouchers program at any time and for any reason.

6. INTELLECTUAL PROPERTY.

6.1. Use of the Uber Trademark. Uber hereby grants to Company, solely during the Term and solely in the territories where both parties operate, a limited, royalty-free, non-exclusive, non-transferable, non-assignable right to use and display the “Uber” or “Uber Eats” word marks(the “Uber Trademark”) for the sole purpose of describing, distributing and offering Uber Vouchers in any communications with Authorized Users. Company will not otherwise use or modify the Uber Trademark without Uber’s prior written consent. All goodwill related to Company’s use of the Uber Trademark shall inure solely to the benefit of Uber. The Uber Trademark will at all times remain the exclusive property of Uber. Except as expressly set forth herein, Uber does not, and shall not be deemed to, grant Company any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Uber. Company’s use of the Uber Trademark shall comply with the Uber Trademark Usage Guidelines available at https://developer.uber.com/docs/riders/guides/design-guidelines, as may be amended from time to time by Uber in its sole discretion (the “Design Guidelines”). Uber reserves the right to immediately suspend Company’s Corporate Account and suspend any or all access to Uber Vouchers by Authorized Users in the event Uber, in its sole discretion, determines at any time during the Term that Company breached any of its obligations with respect to the Uber Trademark. The term “Company Marks” shall mean the trademarks owned by Company.

6.2. Inspection of Records. During the Term of the Product Addendum, Uber may request in writing that Company provide Uber all of Company’s relevant records, marketing materials, and communications (including but not limited to, email and SMS messages that Company, any of its Affiliates, or any other third party sent to Authorized Users in connection with an Uber Voucher) that include the Uber Trademark (collectively, the “Records”). Company shall provide the Records to Uber within thirty (30) calendar days of Uber’s request for such documents. In the event Uber, in its sole discretion, determines Company has not met its obligations with respect to the Uber Trademark 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 Product Addendum or the General Terms. Company shall preserve, and shall cause all of its Affiliates to preserve, all of the aforesaid documents for a period of at least two (2) years from the termination or expiration of this Product Addendum.

6.3. No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS PRODUCT ADDENDUM. Any development activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between Uber and Company prior to the commencement of any such activities.

7. WARRANTIES.

In addition to the warranties set forth in the General Terms, Company represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (b) it shall comply with all applicable laws and regulations applicable to the performance of its obligations hereunder; (c) Company Marks as provided by Company pursuant to this Product Addendum and used in accordance herewith will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party, (d) as it relates to Company’s activities involving the Uber Vouchers, including but not limited to the Programs, and the marketing, promotion and any other form of communications regarding the Uber Vouchers Company will comply with the Design Guidelines and Marketing Guidelines and all applicable law (including, without limitation, any other applicable data privacy and/or consumer regulation or guidelines); (e) Company is responsible for the full cost of all Uber Vouchers used, whether Single Codes or, Individualized Codes, or Uber Delivered Vouchers, and whether or not used as intended by Authorized Users or others; (f) if Company modifies or cancels a Program, Company remains responsible for the full cost of all Uber Vouchers distributed, whether or not used by Authorized Users; and (g) Company will comply with Uber’s applicable terms and policies. Company further represents and warrants that Company has obtained rights, permission, and where necessary legally-adequate consent from Authorized Users: (a) to transfer their personal data to Uber, (b) to receive marketing messages and other communications from Uber in connection with Uber Vouchers and the Uber Service; and (c) for Uber to provide Company with detailed transaction information, including order and/or trip status, for any orders and/or trips such Authorized User place using the Uber Voucher created by Company. Damages arising from Company’s breach of this “Warranties” section shall not be subject to the limits of liability set forth in the General Terms.

8. PRIVACY AND SECURITY.

8.1. Roles of Parties. Each party is an independent controller of the Dashboard Data and Authorized User Data Data. Company will provide Authorized User Data to Uber, for the provision of the services as described in the “Uber Delivered Vouchers” section of this Product Addendum. Company will only process Dashboard Data for administrative purposes, to manage access control and for activity review purposes.

8.2. Compliance with Data Protection Laws. Each party shall comply with the obligations applicable to it under relevant Data Protection Laws with respect to the processing of personal data.

8.3. Restrictions. Uber agrees to only process the Authorized User Data for the purposes described in this Product Addendum. Company agrees that any Personal Data obtained in connection with this Product Addendum shall be used: (i) solely for the purposes set forth in the “Roles of Parties” sub-section of this Product Addendum, or in connection with the use of the Uber Service, and for no other purpose, unless expressly authorised in writing by Uber, and (ii) in accordance with the purposes communicated to the data subjects. Company shall not use Dashboard- or Personal Data in any way that harms Uber or that benefits a competitor of Uber. Company agrees that it shall not disclose Dashboard or Uber Personal Data to any third parties, except as necessary for the purposes set forth herein, and shall not rent or sell such Personal Data for any purpose.

8.4. Security. Uber shall implement appropriate technical and organisational measures to protect Authorized User Data against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure. Company shall implement appropriate technical and organisational measures to protect Dashboard- or Uber Personal Data against unauthorised or unlawful processing and against unauthorised loss, destruction, damage, alteration, or disclosure, as well as any breach of Company’s security measures (“Information Security Incident”).

8.5. Notification. Company shall promptly notify Uber in the event that Company learns or has reason to believe that an Information Security Incident has occurred in relation to Dashboard- or Uber Personal Data. This notification includes at least: (1) the nature of the breach of security measures; (2) the potentially compromised personal data and data subjects; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Company shall (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Uber with assurances reasonably satisfactory to Uber that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Company, and if Uber determines that notices (whether in Uber’s or Company’s name) or other remedial measures are warranted, Company shall, at Uber’s request and at Company’s cost and expense, undertake the aforementioned remedial actions.

8.6. Data Transfers. In the event that the performance of this Product Addendum requires cross-border transfer of Dashboard Data (which might include Personal Data) to verify for expense reports or create internal business reports regarding utilization of Uber Vouchers by Uber in its role as described in this Product Addendum to Company in its role as described in this Product Addendum, to the extent required by applicable law, the parties hereby incorporate, and Company agrees to comply with, the Standard Contractual Clauses approved by the European Commission for data transfers, or other methods of transfer authorized under applicable laws. Such data transfer shall be limited to the following categories of personal data: transaction amount, service type, first name and last name of the Authorized Users using the vouchers as issued under this Product Addendum.

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

9. INDEMNIFICATION.

9.1. Company will indemnify, defend and hold harmless Uber, its Affiliates and their respective directors, officers, employees, agents, successors and assigns against all claims, damages, losses and expenses (including reasonable outside attorney fees) with respect to any third-party claim arising out of or related to: (a) a breach (or claim that, if true, would be a breach) of any of Company’s representations or warranties in this Product Addendum; (b) the infringement of a third party’s intellectual property rights by the Company’s Marks, but only if such Marks have been used by Uber in the manner authorized under this Product Addendum; (c) the Programs and Company’s use and distribution of the Uber Vouchers including but not limited to Company’s marketing, advertising promoting, communicating, or delivering the Uber Voucher to Authorized Users in any manner in any media or (d) failure to comply with the requirements set forth in the Product Addendum for transferring the personal data to Uber. For the purposes of clarity and avoidance of doubt, this means that in event that Authorized Users are unable to redeem their Single Codes or Individualized Codes because the funds attributable to such Single Codes have already been used, Company shall indemnify Uber for any claims made by such Authorized Users.

9.2. 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.

10. GENERAL.

10.1. Affiliates. The parties hereby acknowledge and agree that Company and each of its Affiliates may utilize the same Dashboard and the services included under this Product Addendum upon execution of this Product Addendum and, to the extent Company’s Affiliate incurs any Utilization Amount, Uber may, upon Company’s direction and approval, invoice for and receive payment of such Utilization Amount directly from such Affiliate, provided, however, Company shall continue to bear financial responsibility for all payments due to Uber.

10.2. Survival. Accrued and outstanding payment obligations, Sections 1, 5 – 10 shall survive the expiration or termination of the Product Addendum.

Exhibit 1

Marketing Guidelines

1. Follow the Uber Design Guidelines - https://developer.uber.com/docs/riders/guides/design-guidelines

2. Be clear about what the User is going to receive.

(i) Do not use the word “free” to characterize the benefit unless the entire cost of the order and the other applicable fees are covered by the Uber Voucher.

(ii) If there are any time or distance limitations make sure you disclose those up front in the marketing of the Uber Voucher.

(iii) If the Uber Voucher only covers a portion of the order and other applicable fees, make sure you are clear what that portion is and that the User will have to pay for any remaining cost.