Uber Eats Sponsored Listing Terms

These Uber Eats Sponsored Listing Terms (“Sponsored Listing Terms”) are expressly incorporated into and made a part of your (“you”, or “Merchant”) Uber Eats Master Framework Agreement (the “Merchant Agreement”) with Uber Portier BV (“Uber Portier”) and/or one of its affiliates (including Uber Lanka Private Limited) (“Uber Lanka”)) and, together with the terms of the Merchant Agreement, shall constitute a separate, enforceable agreement between Uber Portier and/or its affiliates and you. In the event of any conflict between these Sponsored Listing Terms and the Merchant Agreement regarding the placement of Sponsored Listings (as defined below), these Sponsored Listing Terms shall govern as applied to the subject matter herein. Subject to the foregoing, undefined, capitalized terms in these Sponsored Listing Terms will have the meaning set forth in the Merchant Agreement.

Together with the Merchant Agreement, these Sponsored Listing Terms govern the Merchant’s ability to use Ads Manager to create Campaign(s) and submit Bid(s) (as defined below) for the opportunity to obtain a Sponsored Listing (as defined below) on the Eats App, website or other Uber platform (together, “Uber Platform”).

By submitting a Bid you are accepting and agree to be bound by these Sponsored Listing Terms at all times when using the Ads Manager to create Campaigns, submit Bids and in with respect to all Sponsored Listings and Sponsored Listing Fees, and understand that your Bid will be placed in an auction and only selected Bids will become Sponsored Listings.

If the individual accepting these Sponsored Listing Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Sponsored Listing Terms, in which case the term “Merchant” shall refer to such entity and its affiliates. If the individual accepting these Sponsored Listing Terms does not have such authority, or does not agree with these Sponsored Listing Terms, such individuals must not accept these Sponsored Listing Terms and may not submit Bids.

1. Definitions.

In these Sponsored Listing Terms, unless otherwise defined, the following terms have the respective meanings given to them below:

"Brand Matter" means an event that, in Uber’s reasonable judgement, would jeopardise the ability of the Merchant to comply with or perform the Merchant Agreement or these Sponsored Listing Terms, or prejudice the goodwill or reputation of Uber or its Affiliates, including, but not limited to, matters related to the alleged violation of the Community Guidelines or any Applicable Laws.

“Campaign” means a sustained period of time for which you agree in advance to make Bids;

“Campaign Period” means the length of time for which your Sponsored Listing appears;

“Campaign Budget” means the amount authorised by you to spend on Sponsored Listing Fees;

“Sponsored Listing Fee” means an amount based on the actual number of clicks on your Sponsored Listing at the rate determined by Uber for each placement; and

“Uber Ads Representative” means an Uber Lanka representative who you authorise to make the changes described in these Sponsored Listing Terms. For the avoidance of doubt, any Uber Lanka representative whom you instruct to make these changes shall be deemed authorised.

2. Sponsored Listings.

Subject to the terms and conditions of the Merchant Agreement and any other guidelines or eligibility criteria for Sponsored Listings that Uber Lanka may make available from time to time, by Uber Portier providing you access to the Ads Manager/Uber Eats Manager, Uber Lanka and/or its affiliates authorizes Merchant to submit an offer for a Sponsored Listing (as defined below) on the Uber Platform, inclusive of the budget amounts, (“Bid”). A selected Bid will be placed on the Uber Platform, which: (a) subject to Uber Lanka and/or its Affiliates’ discretion, will include some indicator to your customers that the placement was purchased by you, such as a tag such as a “promoted” or “sponsored”; (b) will appear in the Uber Platform in a placement determined by Uber Lanka and/or its affiliates, or otherwise selected by you in your Bid submission; and (c) will be assembled and formatted based on the content provided in accordance with your Merchant Agreement (“Sponsored Listing”). For the purpose of clarity, a Sponsored Listing may be posted at any time after it is selected and will continue until the budget is exhausted, Uber Lanka removes for any reason permitted by these Sponsored Listing Terms, or until you end the campaign in accordance with Section 6.

3. Creating Campaigns.

When you use the Ads Manager or instruct an Uber Ads Representative to create a Bid on your behalf, you authorise Uber Lanka to assemble and format Sponsored Listings based on the content provided in accordance with your Merchant Agreement. Uber Portier may, in its sole discretion, limit access to the Ads Manager, restrict the merchants or categories of merchants who can create Sponsored Listings, limit the number of Sponsored Listings you can create at a given time, and limit the availability of any or all of the Sponsored Listings (for example, to listings from certain categories or containing certain attributes). By placing a Bid, you acknowledge that you may or may not obtain a Sponsored Listing. You acknowledge that each Bid submitted is placed in an auction; submission of a Bid does not guarantee a Sponsored Listing.

(a) Uber created Bids. If you have an Uber Ads Representative, and have agreed in writing that such Uber Ads Representative may place Bids on your behalf, you agree to provide authorisation in advance to such representatives before any Bids are placed, indicating that you wish to create Sponsored Listings, your weekly budget for each Merchant location, and any other supported criteria.

(b) Self-Serve Ads Manager. Uber Portier may provide access and authorize you to use Uber Portier’s proprietary, automated, self-service tool to create Bids (Ads Manager or Uber Eats Manager; the “Ads Manager/Uber Eats Manager”), subject to such Ads Manager/Uber Eats Manager functionality and technical capability. You agree to only use and access such Ads Manager/Uber Eats Manager within its functionality and technical capability, recognize that such tool is proprietary to Uber Portier and will not circumvent or otherwise exploit the tool in such a way that is not intended.

(c) Authorisation of Spending. Upon submission of a Bid, you agree that you will be obligated to spend up to your authorised Campaign Budget amount if your Bid is selected. Uber Lanka will use commercially reasonable efforts to ensure that the Sponsored Listing Fees (as defined below) does not exceed your Campaign Budget amount. Notwithstanding the foregoing, you acknowledge that clicks may occur on Sponsored Listings after the budget has been exceeded and you will be responsible for any associated Sponsored Listing Fees.

(d) Content for Sponsored Listings. The content included in the Sponsored Listing will be the Merchant Marketing Materials provided under the Merchant Agreement, or other videos, still images or materials provided by Merchant to Uber Lanka and used in connection with the display of Merchant’s Items on the Uber Eats App (“Merchant Material”). You are responsible for ensuring that the Merchant Material complies with all Applicable Laws and applicable advertising codes and guidance. Uber reserves the right to remove any Sponsored Listing if it reasonably believes the Merchant Material breaches the terms of the Merchant Agreement or may cause a Brand Matter. Uber Portier will determine the size, placement, and positioning of your Sponsored Listings and you acknowledge that any Sponsored Listings shown in preview or surfaced prior may be changed in Uber Portier’s sole discretion.

4. Your Responsibilities.

You will be solely responsible for the payment of the Sponsored Listing Fees, whether such Bid was submitted by you or another Representative. Notwithstanding anything to the contrary in the Merchant Agreement, in the event of a termination of these Sponsored Listing Terms in accordance with Section 7 or the end of a Campaign, you agree that you will be obligated to pay the Sponsored Listing Fees up until the end of the Campaign or the effective date of termination of these Sponsored Listing Terms. You agree to validate and authorize all representatives, contractors, or any of your agents or other persons acting on your behalf (“Representative(s)”). You acknowledge that each Representative will have full control and authority to submit Bids on your behalf and you are solely responsible for your Representatives and their actions in connection with their use of the Ads Manager/Uber Eats Manager. You agree to limit access to Ads Manager to such validated and authorised Representatives or anyone else acting on your behalf. You will ensure that your Representatives comply with all restrictions applicable to you under these Sponsored Listing Terms and all applicable third-party rights, laws, rules and regulations.

5. Uber Responsibilities.

Uber Lanka will use good faith efforts to provide you with reasonable information, no later than the end of the month in which the Sponsored Listing appears, regarding your Sponsored Listing(s), which will include your Sponsored Listing Fees, associated performance metrics and any other information required by Applicable Laws. Subject to the functionality of the Ads Manager / Uber Eats Manager, Uber Portier and/or its affiliates may, in its sole discretion, provide enhanced promotional placement or other visual treatment for the Sponsored Listings. Merchant acknowledges that the time period of the Sponsored Listing may vary due to a number of factors including Merchant’s Campaign Budget as authorised in an applicable Bid, parameters set by Uber Lanka in our sole discretion and the Ads Manager/ Uber Eats Manager functionality.

6. Fees.

Sponsored Listing Fees are exclusive of any VAT or other sales taxes. If applicable, VAT and/or other sales taxes shall be charged and collected in the same manner as Sponsored Listing Fees. Uber may charge different rates for different placements of a Sponsored Listing upon notice to you. For avoidance of doubt, Uber Portier grants to you a licence to use the Ads Manager/Uber Eats Manager for no consideration.

(a) Invoicing and Payment Schedule. Uber Lanka will charge the Sponsored Listing Fees to you. You agree that unless otherwise agreed in writing, Uber Lanka or its affiliates will deduct the Sponsored Listing Fees from any payment due to you, such as a deduction from the remittance of Item Revenue collected on each Merchant’s behalf. Further, we may continue to deduct such Sponsored Listing Fees from following weekly payouts until such time when the Sponsored Listing Fees are paid in full. If agreed by Uber Lanka in writing, Uber Lanka may invoice you in arrears for the amount of the Sponsored Listing Fees, which shall be due and payable within thirty (30) days of your receipt of such invoice. In both instances, collection of the Sponsored Listing Fee will take place after placement of a Sponsored Listing. Subject to the foregoing, Uber Lanka and/or its affiliates reserves the right to set a maximum spend threshold or suspend your access to the Ads Manager /Uber Eats Manager until the Sponsored Listing Fees are paid in full. Uber Lanka reserves the right to offer credits and/or discounts to fully or partially fund the Sponsored Listing Fees, which may be subject to a limited time period or other restrictions, at Uber Lanka’s sole discretion. Uber Lanka and its affiliates further reserve the right to collect Sponsored Listing Fees by debiting the payment method or your bank account on record, or otherwise seeking reimbursement from you by any lawful collection methods available. Any disputes about Sponsored Listing Fees must be submitted to Uber in writing within 14 days of the date you incurred such charge, otherwise you waive such dispute and such charge will be final and not subject to challenge.

(b) Charged per Click. Based on the budget defined in your Bid submission, Uber Lanka will calculate your Sponsored Listing Fees based on the price per click. Sponsored Listing Fees are determined at the rate in effect for a particular Sponsored Listing at the time it is clicked. You understand that third parties may generate impressions or clicks on your Sponsored Listing for unintended purposes and you acknowledge and agree that you may still be charged for such clicks. 

(c) Taxes. Except with regards to the above paragraph on the tax exclusive Sponsored Listing Fees, if any deductions or withholdings are required by law to be made from any amounts payable by or on behalf of one party to the other party under these Sponsor Listing Terms, the paying party shall be obligated to pay to the receiving party such amount as will, after the deduction or withholding has been made, leave the other party with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

7. Termination.

You may cancel a Bid at any time, provided, however, that your Sponsored Listing(s) may run up to 3 business days after such cancellation. You will be responsible for the Sponsored Listing Fees until the Bid is cancelled. Upon cancellation, these Sponsored Listing Terms shall automatically terminate, provided, however, termination of these Sponsored Listing Terms will not result in termination of the Merchant Agreement unless the party terminating these Sponsored Listing Terms also terminates the Merchant Agreement in accordance with its terms. Termination of the Merchant Agreement will automatically result in termination of these Sponsored Listing Terms. Notwithstanding the foregoing, the termination of these Sponsored Listing Terms or the Merchant Agreement will not relieve either party of its pre-existing obligations hereunder.

8. Data.

Uber Lanka. and/or its affiliates shall grant you a limited, exclusive, revocable, royalty-free license to access certain aggregated analytics and reporting related to such Sponsored Listings. Such license shall expire upon termination of these Sponsored Listing Terms. You will undertake reasonable commercial and technological efforts to: (a) prevent unauthorized access or copying of such data by third parties and (b) protect such aggregated and anonymized data from being attributed to individual users.

9. Feedback.

The form and function of the Ads Manager/Uber Eats Manager may change at any time in Uber Portier and/or its affiliates’ sole discretion. Further, you understand that there may be a chance of unexpected errors. You understand and agree that you may be voluntarily providing and/or submitting to Uber Portier and/or its affiliates feedback, statements, comments, suggestions and ideas (“Feedback”). Uber Portier and/or its affiliates will not be obligated (and makes no commitment) to treat or maintain the Feedback that you submit as confidential or proprietary. Also, you waive any right that you may have to inspect or approve any work product that may use or reference the Feedback. Notwithstanding the foregoing, we will use commercially reasonable efforts to obtain your prior consent for any external attribution to your Feedback. Further, you understand and agree that Uber Portier and/ or its affiliates may (and you hereby grant Uber Portier and/or its affiliates the worldwide, sublicensable (through multiple tiers), irrevocable, royalty free, unrestricted right to) reproduce, adapt, edit, modify, summarize, publish, exhibit, distribute, broadcast, display, perform, make, use, sell, offer for sale, and otherwise exploit the Feedback, by any and all means and in any and all media, now known or hereafter devised, without compensation of any kind. In furtherance of the foregoing, to the fullest extent allowable under any applicable law, you hereby irrevocably waive, or shall not exercise, your so-called “moral rights” in the Feedback.

10. Testing.

You authorize Uber Portier and/or its affiliates to periodically conduct tests that may affect your access to our use of the Ads Manager/Uber Eats Manager, as well as your ability to surface Sponsored Listings. These tests may include, but are not limited to, changes in formatting, placement of Sponsored Listings and performance. To ensure the timeliness and validity of test results, you authorize Uber Portier and/or its affiliates to conduct such tests without providing you notice or compensation.

11. Confidentiality.

For the avoidance of doubt, all elements, including any design features and components offered and displayed (whether orally, visually, or in writing) of the Sponsored Listing program, including the existence and structure of the Sponsored Listing program, are confidential and should be handled in accordance with the confidentiality obligations in the Merchant Agreement.

12. Other.

Uber Portier and/or its affiliates reserves the right to update or make changes to these Sponsored Listing Terms from time to time in its sole discretion using an appropriate method, including, without limitation, by posting a revised version of these Sponsored Listing Terms on our website (https://www.uber.com/legal/si-lk/ or any successor website thereto). You can determine when these terms were last revised by referring to the “Last Updated” legend at the top of these Sponsored Listing Terms. Uber Portier and/or its affiliates reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the ability for Merchant to place Bids, with or without notice. You agree that neither Uber Portier nor any of its affiliates shall be liable to you (or to any third party) for any modification, suspension or discontinuance of the Ads Manager/Uber Eats Manager or providing Merchant with the ability to place Bids. Except as specifically amended by these Sponsored Listing Terms, the terms and conditions of the Merchant Agreement and any amendments thereto shall remain in full force and effect.