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

This Uber Direct Product Addendum to the Uber for Business General Terms and Conditions (“Uber Direct Terms”) is hereby accepted and agreed to by the company identified within the Uber for Business sign-up process (“Company”), and constitutes a legally binding agreement by and between Company and Uber Technologies, Inc., a Delaware corporation. The term “Company” as used in these Uber Direct Terms and the U4B Online Terms (defined below) may refer to an entity or an individual person. These Uber Direct Terms set forth the terms and conditions upon which Company may use Uber Direct (defined below) including if Company requests deliveries directly through the Uber Service or through a third-party software, service, or other platform that is integrated with the Uber Service through an application programming interface (“API”) or otherwise. These Uber Direct Terms are considered a Product Addendum as defined in the Uber for Business General Terms and Conditions available at https://www.uber.com/legal/business/dashboard/en-US/, as may be modified or updated by Uber from time to time (“U4B Online Terms”). These Uber Direct Terms may be modified or updated by Uber from time to time, effective upon posting an updated version on the Uber website. Company is responsible for regularly reviewing the Uber Direct Terms for any updates. Continued use of the Uber Direct service after any such modifications or updates shall constitute Company’s consent to such changes; and, in the event Company does not agree to comply with the terms of any such update, Company may, as its sole and exclusive remedy, cease use of Uber Direct. Capitalized terms used but not otherwise defined in these Uber Direct Terms shall have the respective meanings ascribed to such terms in the U4B Online Terms. In the event of any conflict between the U4B Online Terms and these Uber Direct Terms, the terms and conditions of these Uber Direct Terms shall govern and control with respect to that conflict. Uber and Company are each referred to herein individually as a “party” and collectively as the “parties”.

1. Definitions.

The following terms, as may be used only in these Uber Direct Terms, shall have the meanings set forth below:

1.1. “Company Personal Data” means information provided by Company to Uber in connection with the Uber Direct Terms relating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by a user of the Uber App subject to the End User Terms.

1.2. “Delivery Charges” means charges incurred by Company for delivery services obtained from Delivery Persons through the use of the Uber Service, including any applicable tolls, foreign transaction fees, taxes, and any other fees or charges that may be due for a particular use of the Uber Service. Delivery Charges are User Charges as defined in the U4B Online Terms.

1.3. “Delivery Person” means an independent contractor that intends to seek, receive, and fulfill on-demand requests for delivery services using Uber’s proprietary technology under license from Portier, LLC or its Affiliates.

1.4. “Delivery-Informed Parties” means parties designated by Company to receive information regarding any delivery solicited from Delivery Persons by Company under these Uber Direct Terms, including the intended recipient or its designee.

1.5. “Territory” means the geographic area within the United States that is permitted for Company by Uber for the purposes of requesting delivery services.

1.6. “Uber Direct” means the Uber service that, in connection with Uber’s technology systems, enables companies to request delivery services from Delivery Persons.

1.7. “Uber Personal Data” means any information Uber provides to Company in connection with the Uber Direct Terms relating to an identified individual or an identifiable individual or which can be reasonably used to identify an individual, or that may otherwise be considered “personal data” under applicable law.

2. Provision of Services to Company.

2.1. Delivery-Informed Parties.

2.1.1. To permit Uber to send information and updates regarding the delivery to parties designated by Company, Company shall, before requesting delivery services as described herein, obtain from such parties, and submit to Uber, the following information (collectively, “Delivery-Informed Data”) with respect to such Delivery-Informed Parties: (a) active telephone number; (b) delivery pickup and dropoff locations; and (c) other optional trip related data (e.g., billing code, message to Delivery Persons).

2.1.2. Company shall ensure that all data provided to Uber is accurate and complete, and Uber shall not be liable to Company or any other party with respect to inaccurate or incomplete Delivery-Informed Data supplied to Uber by Company.

2.1.3. Company shall be solely responsible for contacting, or facilitating contact with, any Delivery-Informed Parties. Uber shall have no responsibility for contacting or providing messaging of any sort pursuant to these Uber Direct Terms to any individual for whom Company has not provided Uber any Delivery-Informed Data.

2.2. Deliveries.

2.2.1. Company expressly acknowledges and agrees that any and all delivery services are provided neither by Uber nor by Company, but by independent third-party service providers. Any services to be rendered by Uber under these Uber Direct Terms may be performed by Uber directly, or by any of Uber’s Affiliates.

2.2.2. To the extent that Company accesses Uber Direct through a Third-Party Service, Company’s access to Uber Direct will be suspended in the event that Uber suspends the Third-Party Service’s access to Uber Direct or the applicable API.

2.2.3. Company understands that it may provide instructions for the delivery of items at the dropoff location.  If the items are undeliverable because the delivery recipient cannot be located or the delivery otherwise cannot be completed according to Company's delivery instructions, the items may be returned to Company at the original pickup location (each a “Return”).  Company shall accept any and all Returns and understands that in the event of a Return, Company will be charged fees associated with the Delivery Person’s return trip, which will be considered Delivery Charges (“Return Fees”).

2.2.4. Company shall ensure that items provided to a Delivery Person through Uber Direct: (i) are collectively able to fit into, and are appropriate for transport in, a standard midsize motor vehicle; and (ii) do not exceed 50 pounds per package, box, or parcel.

2.2.5. Company shall not request delivery through Uber Direct for any of the following items ("Restricted Items"): (a) people or animals of any size; (b) illegal items (whether such item is illegal to possess, transfer, or sell); (c) alcohol; (d) drugs, drug paraphernalia, pharmaceutical products, cannabis products, over-the-counter medications, vitamins, or supplements; (e) fragile items; (f) dangerous or hazardous items, including but not limited to, firearms, weapons, ammunition, and their parts, explosives, items that are poisonous or flammable (including 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; (g) stolen goods; (h) tobacco products; (i) sexual aids or obscene or pornographic material; (j) money, gift cards, lottery tickets, or transferable securities; (k) livestock, regulated species (e.g., noxious weeds, prohibited seeds, etc.), or animal parts, bloods, or fluids; or (l) any items for which Company does not have permission to send.

2.2.6. To the extent that items requested for delivery include food or beverages, and to the extent required by applicable law, and only for the purpose of the expedited provision of items, items are sold or delivered to third parties under Company’s retail and food delivery license privileges.

2.2.7. Company acknowledges that Delivery Persons will not purchase items for delivery and will not be responsible for packaging items. Company will ensure that items are readily available for pickup upon arrival of a Delivery Person at the requested pickup location.

2.2.8. Company understands that Delivery Persons reserve the right to refuse to accept any item in their sole discretion. Company understands that if a Delivery Person refuses to accept an item due to size or weight, or such item is a Restricted Item, or because the Delivery Person is asked to purchase such item, Company will be responsible for: (1) a cancellation fee; and (2) any Return Fees. Cancellation fees shall be considered Delivery Charges.

2.2.9. As between Uber and Company, Company will be responsible for all support to intended recipients, including resolving any disputes or concerns from Delivery-Informed Parties related to deliveries requested via use of Uber Direct.

2.2.10. Company acknowledges that for the purposes of these Uber Direct Terms, pickup and dropoff locations for deliveries will be limited to within the Territory, unless otherwise agreed by the parties in writing.

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

2.2.12. Uber reserves the right to suspend Company’s access to Uber Direct for violations of these Uber Direct Terms or the U4B Online Terms.

3. Fees and Payments.

3.1. Delivery Charges. Delivery Charges will be billed to Company’s Corporate Account as User Charges and Company shall pay all Delivery Charges, except to the extent that Uber agrees that a Third-Party Service will pay all Delivery Charges on Company’s behalf. To the extent that Company accesses Uber Direct in the Dashboard, Company will ensure that only Administrators are able to access Uber Direct in the Dashboard.

3.2. Billing Options. (a) Pursuant to Section 5 of the U4B Online 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, Delivery Charges incurred in connection with this Product Addendum shall be paid through the payment card associated with Company’s Corporate Account (“Company Card”).

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 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.

4. Insurance.

During the Term, Company agrees to maintain the following insurance coverage with an insurer that has an A.M. Best financial rating of “A-” or better: Commercial General Liability (including premises, products, and completed operations) with a limit of one million dollars (US $1,000,000) per occurrence and two million dollars (US $2,000,000) in the aggregate for bodily injury and property damage. Upon Uber’s reasonable request from time to time, Company shall furnish Uber with a certificate of insurance showing coverage set forth herein. Uber shall be included as an additional insured on the commercial general liability policy.

5. Privacy.

5.1. Roles of Parties. Each party is an independent controller of the Company Personal Data and Uber Personal Data. Company will provide Company Personal Data to Uber, for the provision of the services as described in these Uber Direct Terms. Company will only process Uber Personal Data for administrative purposes, to manage access control and for activity review purposes.

5.2. Compliance with Data Protection Laws. Each party shall comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of personal data (which includes Company Personal Data and Uber Personal Data).

5.3. Data Restrictions.

5.3.1. Company Restrictions. Company agrees that it will use (or authorize the use of) Uber Personal Data solely for legitimate business purposes, and will limit access to Uber Personal Data solely to Company’s personnel who have a legitimate business need to access such Uber Personal Data. Company will not disclose Uber Personal Data to any third parties unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein.

5.3.2. Uber Restrictions. Uber agrees that Uber shall use or disclose Company Personal Data as necessary to provide the Uber Service or as required under applicable laws or regulations. Uber shall limit access to Company Personal Data solely to Uber and its Affiliates’ directors, officers, employees, consultants, or agents who have a legitimate business need to access such Company Personal Data.

6. Effect of Termination.

The terms and conditions of these Uber Direct Terms that by their nature and context are intended to survive termination hereof will so survive, including without limitation, all outstanding payment obligations and Section 8 of these Uber Direct Terms.

7. Warranties.

In addition to the warranties set forth in the U4B Online Terms, Company represents and warrants that it will inform and obtain all necessary rights, permission and legally adequate consent from Delivery-Informed Parties: (1) to share personal data of such Delivery-Informed Parties with Uber; (2) to receive SMS messages from Uber in connection with Uber Direct and the Uber Service or to provide any communications pursuant to these Uber Direct Terms; and (3) for Uber to 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, including real-time delivery status. Moreover, for the avoidance of doubt, to the extent that items requested for delivery include food or beverages, Company’s representation and warranty in this Agreement—that it is in compliance and shall remain in compliance during the Term, with all applicable 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.

8. Indemnification.

8.1. In addition to Company’s indemnity obligations under the U4B Online Terms, Company will also indemnify, defend and hold harmless Uber, its Affiliates, and its and their respective directors, officers, employees, consultants, agents, successors, and assigns from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable outside attorney fees) with respect to any third-party claim arising out of or related to: (a) the use of the Uber Service by any Delivery-Informed Party; (b) any personal injury or damage to property arising from the items requested by Company for delivery; or (c) Company’s inclusion of a Restricted 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.