Uber Eats Master Framework Agreement

General Terms

Last Updated: June 16, 2026

BY (1) CLICKING A BOX INDICATING MERCHANT’S ACCEPTANCE OF THESE TERMS, OR (2) EXECUTING AN ORDER FORM OR RELATED AGREEMENT THAT REFERENCES THESE TERMS, MERCHANT HEREBY ACCEPTS AND AGREES TO BE BOUND BY THESE GENERAL TERMS.

These General Terms apply to any Order Form entered into between the Merchant specified in that Order Form (“Merchant” or “you”), Uber Portier B.V. (Uber Portier) and Uber Lanka Private Limited (“Uber Lanka”) (Uber Portier and Uber Lanka together “Uber”) (together, the “parties”).

1. DEFINITIONS

In this Agreement, all capitalised terms shall have the following definitions:

1. STRUCTURE OF THE AGREEMENT

(a) If you and Uber enter into the Order Form, you enter into an Uber Eats Master Framework Agreement with Uber (the “Agreement”). The Agreement will consist of the following documents:

(b) The document that is higher in the above list will apply if there is any conflict between those documents.

(c) Unless otherwise agreed, this Agreement shall apply to all of your Participating Locations and if an additional Participating Location is made available through the Uber Eats App after the Effective Date of this Agreement, this Agreement shall be deemed to automatically apply to such Participating Location(s) under the terms of this Agreement.

3. UBER LANKA’s ROLE AND RESPONSIBILITIES

(a) Scope of Uber Services. As part of the Uber Services provided to you (solely for use by you at the Participating Locations), Uber Lanka will:

(i) procure and facilitate the provision of lead generation services to you;

(ii) issue payment receipts to Customers on your behalf for Items sold by you via the Uber Eats App;

(iii) respond to complaints on your behalf about issues arising in connection with Items sold by you via the Uber Eats App;

(iv) manage refunds to Customers in relation to Items sold by you via the Uber Eats App in accordance with the Refunds Policy;

(v) provide you reasonable advice regarding demand prediction without any guarantees on the predictions provided by Uber Lanka, which you may use as reference materials in connection with your determination of the quantity and type of Items made available via the Uber Eats App;

(vi) facilitate the collection of payments from Customers on your behalf;

(vii) facilitate the processing of payments to you;

(viii) facilitate the processing of refunds to Customers and wholly or partially deducting refunds from payments owed to you; and

(ix) perform any other services or activities described in your Order Form.

(b) Payment Collection and Remittance. You authorize and appoint Uber Lanka (and/or its Affiliates) to act as your limited payment collection agent for the purpose of collecting payments for Orders from Customers (and/or any third party making a payment in connection with your provision of the Orders) on your behalf and remitting to you the Item Payment (less any applicable Service Fees and　Supplemental Fees) on a weekly basis or otherwise agreed. You agree that payment made by your Customer (and/or such third party described above) to Uber Lanka (and/or its Affiliates) shall be considered the same as payment made directly by your Customer to you.

(c) Reporting. Uber Lanka will give you information regarding the number of Items picked up by Delivery Partners appointed by Uber (for Delivery Items) or Customers (for Pick Up Items) or Self-Delivery Couriers (for Self-Delivery Items) and sold by you to the Customers pursuant to the Agreement.

(d) No Service Guarantee. Each of Uber Portier and their Affiliates do not guarantee the availability or uptime of the Uber Tools. You acknowledge and agree that the Uber Tools may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Uber Tools may be subject to limitations, delays, and other problems inherent in the use of internet and electronic communications, and Uber Portier and its Affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

4. YOUR ROLE AND RESPONSIBILITIES

(a) Registration, Licenses, and Information. You confirm that you are duly compliant with all applicable regulatory requirements, including but not limited to obtaining any approval, license or permission required to sell Items via the Uber Eats App. For delivery of the Items, the Delivery Partners and Uber, or any other licensed logistic service providers contracting with and agreed by Uber (or its Affiliates) shall operate under cover of any notification, registration, approval, license or permission required to operate your business and sell the Item in-store and/or via the Uber Eats App. If there is any regulatory requirement of the applicable laws in relation to operating your business and/or selling any Item in-store and/or via the Uber Eats App for Uber Lanka, you must inform Uber Lanka and obtain its written consent prior to making the Item available on the Uber Eats App. Upon Uber Lanka’s reasonable request, You shall provide Uber Lanka with your information (including but not limited to information required by applicable regulatory requirements) and documents for the operation of the Uber Eats App.

(i) Notwithstanding the other sections (including but not limited to Section 8 (Confidentiality) of this agreement, Uber Lanka may disclose, share, or make available any of your information (including but not limited to name or business name, name of representative or online business manager, address, telephone number, and license/notification certificate and the number thereof; for the avoidance of doubt, the same is true if the Merchant is an individual), which is used for a purpose such as to access or identify the Merchant, to a third party in the event that Uber Lanka receives a request from a Customer or regulatory authority to disclose such information and Uber Lanka considers it is reasonable to do so, at its sole discretion, and you acknowledge and agree to such acts of disclosure, sharing, and provision.

(b) Items.

(i) Selecting the Type of Items Provided by You. Items may be Delivery Items, Pick Up Items, or Self-Delivery Items. Your selection of the type(s) of Item provided is indicated by your agreement to the relevant Service Fees in the Order Form (“Selection”). For the avoidance of doubt, any clause in this Agreement which relates specifically to Delivery Items only shall not apply to Pick Up Items nor Self-Delivery Items.

(A) Changes to Selection. If you intend to change your Selection (for example from providing (i) one or two of either Delivery Items, Pick Up Items, or Self-Delivery Items to providing all the types of Items, or (ii) from providing all the types of Items to only providing one or two of either Delivery Items, Pick Up Items, or Self-Delivery Items) you must obtain approval from Uber Lanka in writing (including but not limited to approval by email). Such change shall be effective upon receiving written confirmation (including but not limited to confirmation by email) from Uber Lanka and Uber Lanka will not unreasonably withhold such approval.

(ii) Self-Delivery Items

By your selection to provide Self-Delivery Items, you agree to Uber’s Self-Delivery Terms and Uber’s Data Processing Terms (accessible at: https://www.uber.com/legal/en/document/?name=uber-eats-merchant-service-terms&country=sri-lanka&lang=en), and the Uber Eats App will be made available for you to (a) access and request lead generation, demand prediction, payment processing and other related services in connection with your sale and delivery of Items; and (b) fulfil the delivery of your Items using Self-Delivery Couriers.

(iii) Items sold by Non-Restaurant Merchants

Merchants other than restaurants shall submit to Uber the form “Approval Request Form for Items (Non-Restaurant)” located in Appendix 1 to these General Terms and obtain prior written approval from Uber Lanka for the sale of any Items. The approved Items shall be updated from time to time, upon written agreement (including but not limited to agreement by email) by the parties to this Agreement.

(iv) Preparation and Packaging. For all Items, you are fully responsible for:

(A) the content, quality, safety, preparation, packaging, and any disclosure requirements relating to the Items;

(B) adhering to the Criteria, and Substandard Items are your responsibility;

(C) adhering to all applicable laws, rules and regulations (whether or not having the force of law) in relation to the preparation, provision, packaging, and any disclosure requirements relating to the Items (including, but not limited to, the regulations issued by the Consumer Affairs Authority under the Consumer Affairs Authority Act, No.9 of 2003, as amended from time to time);

(D) ensuring each Item is (i) ready to be picked up in a timely fashion; (ii) consistent with the Order; and (iii) well and properly packaged (for Delivery Items or Self-Delivery Items) for delivery to Customers or (for Pick Up Items) for pick up by Customers.

(v) Title. You maintain title to all Item inventory until each Item is: (i) for Delivery Items, delivered to a Customer; (ii) for Self-Delivery Items, delivered to a Customer; and for Pick Up Items, picked up by a Customer.

(vi) Item Safety. You shall be responsible and liable for any and all claims and complaints related to the contents and quality of the Items, except (for Delivery Items only) for claims and complaints related to the contents and quality of the Items directly caused by the actual delivery of the Items.

(vii) Pricing. You are responsible for determining and setting the Retail Price for each Item to be made available for sale via the Uber Eats App.

(viii) Criteria and Restrictions. You will determine any Criteria that apply to Items and you are solely responsible for ensuring that the Items meet such Criteria when they are made available via the Uber Eats App. Notwithstanding anything to the contrary herein, Uber Lanka is under no obligation to make Substandard Items available for sale via the Uber Eats App. The following restricted items may not be sold for consumption or sent for delivery: people or animals of any size, illegal items, fragile items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, or any items that you do not have permission or license to sell or send. You also acknowledge that Delivery Partners are independent contractors, and as such, they reserve the right to refuse to accept any item for delivery or delivery request from Customers in their sole discretion including without limitation any item for delivery that breaches these restrictions.

(ix) Costs of Preparation. You are responsible for the costs of preparing all Items.

(c) Refunds. You are responsible for costs related to reimbursement and communications to the Customers in accordance with the Refunds Policy in the event any such Customer(s) or you request, at Uber Lanka’s reasonable discretion, Uber Lanka consider necessary to request a refund for any Item(s) or to send appropriate communication to the Customers (including, without limitation, any costs associated with retrieving any such Item(s) and communicating with the Customers, if applicable). In such cases, commissions prescribed by Uber Lanka may be charged by Uber Lanka to you. For the avoidance of doubt, Uber Lanka may determine at its sole discretion whether or not to cooperate with your request for a refund or sending a communication to the Customers. To achieve this, Uber Lanka may deduct refunds and commissions (if applicable) from the Item Revenue under this Agreement, or may request that you refund payment(s) made from Customer(s) to you, and pay commissions to Uber Lanka (if applicable) and you must provide the payments pursuant to Uber Lanka’s instruction.

(d) Changes to Participating Locations. You must inform Uber Lanka in writing if you intend to update, add or remove Participating Locations. The parties shall confirm such changes to the Participating Locations in writing (including but not limited to agreement by email).

5. FEES, PAYMENT, AND TAX

(a) Service Fee. In consideration for the Uber Services provided to you under this Agreement, Uber Lanka will charge you the Service Fee(s) (as set out under the Order Form). Service Fees are a percentage of the Retail Price of each Item sold by you via the Uber Eats App and represents an amount that Uber Lanka is offering you in exchange for your expediting the Customers’ Orders via the Uber Eats App. Unless otherwise mutually agreed between the parties in writing, the Service Fees shall be exclusive of Indirect Taxes such as VAT and SSCL, as applicable.

(b) Supplemental Fees. The following Supplemental Fees shall be paid in accordance with Order Form, which shall be exclusive of indirect taxes such as VAT and SSCL, as applicable.

(i) Activation Fee. You shall pay a one-time Activation Fee (as set out in the Order Form) (exclusive of Indirect taxes, if applicable) to Uber Lanka to cover administrative costs of assisting you to onboard the Uber Eats App.

(ii) Platform Fee. You agree for Uber to charge you the Platform Fee as set out in the Order Form to cover Uber’s ongoing administrative costs.

(iii) Device Fee. In the event that Uber Lanka or its Affiliate provides you with a Device to use in connection with the availability of your Items via the Uber Eats App, you agree that Uber Lanka may charge a one-time, non-refundable Device Fee (as set out in the Order Form, if applicable). You agree that: (i) Device(s) may only be used for the purpose of accepting orders via the Uber Eats App, and (ii) Device(s) may not be transferred, loaned, sold or otherwise provided in any manner to any third party. Devices(s) shall at all times remain the property of Uber Lanka or its Affiliate, and upon expiration or termination of the Agreement, or your extended absence from the Uber Eats App for longer than forty-five (45) days, you shall return all applicable Device(s) to Uber Lanka within ten (10) days. You agree and acknowledge that, in cases where the Device(s) provided to you by Uber Lanka is a second handed device, Uber Lanka and Uber Portier are not responsible for any damages or possible damages occurring to you which are caused as a result to any damages or defects within the Device(s). Merchant shall be responsible for maintaining the Device in good workable condition and for replacing and fixing any damaged Device, parts, and accessories (including but not limited to the charger), except for any defects at the time of delivery from Uber Lanka or its Affiliate and aged deterioration.

(iv) Data Fee. In the event that Uber Lanka supplies to you a SIM card with a wireless data plan with your Device, Uber Lanka will, upon activation of account, require reimbursement of the Data Fee as set out in the Order Form (if applicable) from you for the costs associated with the wireless data plan of each applicable Device.

(v) Photography Fee. The Photography Fee is set out in Section 6(c) of these General Terms.

(vi) Self-Delivery Activation Fee. The Self-Delivery Activation Fee is set out in Section 4(d) of the Self-Delivery Terms.

(c)Taxes.

(i) You shall be the “Retailer” or “Supplier” of all Items for any tax purposes and the responsible party for collection and remittance of applicable Indirect Tax. The Retail Price will exclude Indirect Tax, but you are solely responsible for determining and setting all applicable Indirect Taxes, and identifying and informing Uber Lanka of the appropriate Indirect Taxes amount for Uber Lanka to charge Customers on your behalf for Items available on the Uber Eats App. To the extent that the applicable Indirect Taxes rate is not determined by you, you expressly authorize Uber Lanka to make such determination on your behalf and you hereby acknowledge and agree that Uber Lanka will have no liability for the accuracy of any such determination. You expressly authorize Uber Lanka, at your direction, to collect such Indirect Taxes on your behalf.

(ii) You undertake that all applicable taxes on Items would be deposited by you with the government treasury within stipulated timelines. For Self-Delivery Items, You are responsible for depositing value-added tax on the Delivery Charge and maintaining all document/record with you for all local tax compliance. In addition you are also responsible to discharge all other Indirect Taxes (as applicable to you) and documents and records with you for all local tax compliance. It is hereby clarified that for Delivery Items, the liability to deposit value added tax on the Delivery Charge shall remain with Uber, being the supplier of such services to the customers.

(iii) You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Items as required by applicable law; and (b) provide Uber Lanka with all relevant tax information (including a valid tax registration number and VAT number belonging to you, if obtaining a tax registration number and VAT number is required of you by applicable law). You further acknowledge and agree that you are responsible for taxes on your own income arising from the provision of Items.

(iv) The parties agree that, for the purposes of applicable tax laws, Uber Lanka supplies you the Uber Services in sole consideration for the Service Fee. In addition, Uber Portier grants you a licence to use the Uber Tools for no consideration.

(v) Except as may be expressly agreed in this Agreement, each party shall be responsible for its expenses and costs during its performance under this Agreement.

(vii) If Indirect Taxes are chargeable on any Fees, the Merchant shall pay to Uber an amount equal to the amount of the Indirect Taxes in addition to and at the same time as payment of the Fees.

(viii) Any fees shall be paid free and clear and without deduction for or on account of withholding tax (if applicable). If Merchant is required to make such a deduction or withhold such tax, the sum payable by Merchant shall be increased to the extent necessary to ensure that Uber Lanka receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made.

(d) Currency. Unless otherwise stated in this Agreement, all dollar amounts stated in this Agreement shall be in Sri Lankan Rupees (LKR).

(e) Cash Orders. Customers may select and Uber Lanka (or its affiliates) may facilitate an option to Customers that allows Customers to pay for Items provided by you and all associated fees and charges resulting from that transaction in cash (“Cash Order”). For the sake of clarity, Cash Orders shall not apply to Pick Up Items or Self-Delivery Items and shall only apply to Delivery Items. For each Cash Order, you and Uber agree to the cash order terms and conditions located at (https://www.uber.com/legal/en/document/?name=uber-eats-merchant-service-terms&country=sri-lanka&lang=en) (as amended by Uber from time to time).

6. PROMOTIONAL ACTIVITIES

(a) Marketing. 

(i) As part of the Uber Services, Uber Lanka and/or its Affiliates may showcase the availability of your Items via the Uber Eats App and promote you and/or your Items in various other ways, including, but not limited to, our social media channels, websites, or blogs and third party mobile applications and websites, and via marketing campaigns such as promotions arising from special festive occasions, cities roll-out, new product launches, etc.

(ii) Uber Lanka (or its nominee) may create Uber Eats Marketing Materials. The Uber Eats Marketing Materials (including all Intellectual Property Rights) are, and will continue to be, the property of Uber Lanka or its Affiliates.

(iii) You may provide Uber Lanka or its Affiliates with Your Marketing Materials. You represent and warrant that you either own all rights to Your Marketing Materials or have the right to grant Uber Lanka and its Affiliates the following licence to Your Marketing Materials. You grant Uber Lanka and its Affiliates for no charge a non-exclusive, perpetual, royalty free, sub-licensable right to use and display Your Marketing Materials in connection with your Items and all other marketing activities (including marketing activities relating to the Uber Services, the Uber Tool or the Uber Eats App). Notwithstanding anything to the contrary herein, Uber Lanka (or its Affiliates) are under no obligation to use Your Marketing Materials and reserve the right to refuse uploading any of Your Marketing Materials to the Uber Eats App, including without limitation any photographs of Items that do not meet the relevant quality specifications on the Uber Eats App.

(iv) Uber Lanka or its Affiliates may remove or change Your Marketing Materials from the Uber Eats App if it reasonably believes, at its own reasonable discretion, Your Marketing Materials are inappropriate or infringe the rights (including the Intellectual Property Rights) of any third party. Uber Lanka or its Affiliates shall not be liable for any consequences whatsoever arising from such removal or changes. You agree that Uber Lanka or its Affiliates are not responsible for any errors or inaccuracies in the information entered when you delegate the registration or update of Marketing Materials to Uber Lanka or its Affiliates.

(v) You must not bring a claim against Uber or any of their Affiliates or directors, officers, employees or agents, or assert a defence against any claim by any of those parties, alleging that any use or exploitation by them of Your Marketing Materials in accordance with this Agreement infringes your rights (including Intellectual Property Rights).

(vi) You shall not conduct any activities using the Uber Tool to promote any online platform or mobile application that can reasonably be seen as competing with the Uber Tool.

(vii) The Merchant acknowledges and agrees that, if a selected Bid (defined in Sponsored Listing Terms) becomes a Sponsored Listing, Uber Lanka or its Affiliates may, in its sole discretion, remove duplicate listings for the Merchant that are otherwise placed in the app, so that no more than one listing will appear on the app at the same time.

(b) Publicity. Unless agreed by the parties in writing, neither you, Uber Portier nor Uber Lanka are allowed to issue a press release or otherwise refer to another party to this Agreement in any manner (in relation to this Agreement or otherwise), without the prior written consent of the other party. This section does not prevent Uber Portier or Uber Lanka from referring to each other in any manner.

(c) Photography Guidelines. You agree to the terms set out in Appendix 2 to these General Terms.

d) Merchant Offers. You agree to the Offer Terms set out in Appendix 3 to these General Terms.

(e) Sponsored Listings. You agree to the Sponsored Listing Terms set out in Appendix 4 to these General Terms.

(d) No Additional Amounts. You acknowledge and agree that, through advertising and marketing, Uber Lanka and its Affiliates may seek to attract new merchants to Uber Lanka and its Affiliates and to increase existing merchant use of Uber Portier’s technology platform. You acknowledge and agree that such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

(e) Marketing Terms. All marketing activities initiated by you through the Uber Tool (including but not limited to Sponsored Listings and Merchant’s Offers) are subject to the Marketing Terms.

7. INTELLECTUAL PROPERTY, FEEDBACK, RATING, IN-APP COMMUNICATION

(a) Ownership of Uber IP. The Uber Tool and all related data (including Uber Eats Marketing Materials) (including all Intellectual Property Rights in all of the foregoing) are, and remain, the property of Uber Portier, its Affiliates and respective licensors. You shall not use any of Uber Portier’s (including its Affiliates and respective licensors) names, logos or Marks for any commercial purpose except as Uber Portier (including its Affiliates and respective licensors) expressly allows, nor shall you try to register or otherwise use or claim ownership over any of Uber Portier (including its Affiliates and respective licensors) names, logos or Marks.

(b) Control of Uber Platforms. The parties acknowledge and agree that: (i) the Merchant controls the list of Items and the Retail Price of Items available through the Uber Platforms; (ii) Uber Portier controls the factors that impact the order and ranking in which all merchants appear to Customers in the Uber Platforms, including in search results and presentation of merchants by category; (iii) the Uber Platforms are a competitive marketplace where the Merchant, the Merchant’s Brand (meaning the collection of the Merchant’s brand identifiers which are generally used together, including but not limited to a combination of Marks, product photography, product lists and descriptions, slogans, and color schemes. To the extent that the Merchant is a licensee of a third party’s Brand, that Brand is deemed to be the licensee’s Brand for the purposes of this Agreement.), the Merchant’s Sponsored Listings, and the Merchant’s Offers may each be displayed together with, alongside, or compared with the Merchant’s competitors and other third parties that may promote or sell products through the Uber Platforms; (iv) nothing in this Agreement prevents Uber Portier from presenting the Merchant, the Merchant’s Brand, the Merchant’s Sponsored Listings, and the Merchant’s Offers together with, alongside, or in comparison with the Merchant’s competitors and other third parties that may promote or sell products through the Uber Platforms; (v) the presentation and layout of the Merchant’s “storefront” to Customers is controlled by Uber Portier and may be adjusted or updated by Uber Portier in its sole discretion; (vi) the Merchant is not entitled to any compensation for marketing on the Merchant’s “storefront” through the Uber Platforms; and (vii) Uber Portier has sole control over adding, removing or otherwise modifying any feature or functionality made available through the Uber Platforms to optimize reliability, efficiency, or experience on the Uber Platforms.

(c) Uber Eats App. For the avoidance of doubt, as between you and Uber Portier, Uber Portier will retain sole and absolute control over the Uber Eats App (and all elements of the user experience and user interface relating to the Uber Eats App), including, without limitation, with respect to: (i) the personalization of the Uber Eats App for end users; (ii) the prioritisation and display of merchants to Customers in the Uber Eats App data feed; (iii) the search functionality and results provided to end users; and (iv) adding, removing or otherwise modifying any feature or functionality made available through the Uber Eats App to optimize reliability, efficiency and profitability of the Uber Eats App or for any other business, legal or other reason. For the avoidance of doubt, Uber Portier may, at its own reasonable discretion, change Your Marketing Materials that are displayed on the Uber Eats App to Uber Eats Marketing Materials that it reasonably believes are more appropriate, and Uber Portier will not be liable for any outcomes or consequences resulting from such changes.

(d) Licence to use Uber Tool.  Subject to the terms and conditions of this Agreement, Uber Portier hereby grants you, for no consideration, a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the Term, to use the Uber Tool in connection with the provision of the Uber Services, solely for the purpose of providing Items to your Customers and tracking resulting Item Revenue and fees. For the avoidance of doubt, if you wish to integrate your system’s APIs with the APIs made available by Uber Portier (or its Affiliates) and/or any other systems owned and operated by Uber and/or Uber Portier (or its Affiliates) including Uber Tools, you must obtain prior approval from Uber Portier (or its Affiliates) and/or Uber Lanka for such API integration separately, and Uber Portier (or its Affiliates) shall have the right to determine whether to issue such approval at its sole discretion.

(e) Platform Integration with Third Party Platform. The Merchant acknowledges and agrees that Uber Portier or its Affiliates may enter into agreements with the operators of Aggregator Platforms in order to integrate the Uber Platforms directly with those Aggregator Platforms. The Merchant acknowledges and agrees that such agreements and integrations may, among other things, enable potential Customers of the Merchant who are browsing, or otherwise using the Aggregator Platform to order from the Merchant, either directly through the Uber Platforms, or directly from the Aggregator Platform. The Merchant authorizes Uber Portier and its Affiliates to share the following information with Aggregator Platforms in relation to Participating Locations: (i) address; (ii) operating hours; (iii) telephone number(s); (iv) ratings and reviews; (v) Item lists, descriptions, and images; (vi) pricing information; (vii) pickup and delivery time estimates; (viii) the Merchant’s Marks; (ix) Marketing Materials; and (x) any other information which Uber Portier or its Affiliates decides, in their discretion, to provide to the Aggregator Platform.

(f) Marks. 

(i) You grant to Uber Lanka (and its Affiliates) a licence to use your Marks and Uber Portier grants to you a licence to use its Marks, each subject to the terms of this Agreement. You are only permitted to use Uber Portier’s Marks, and Uber and their Affiliates are only permitted to use your Marks, for the purpose of performing the activities permitted in this Agreement.

(ii) The licences granted to you or Uber Lanka (and its Affiliates) continue for the Term. The licences are granted on a royalty-free basis and are limited, non-exclusive and non-transferable.

(iii) The rights of you and Uber Lanka (and its Affiliates) to use the Marks licensed to them under this section are subject to the following restrictions:

(A) a party must only use the Marks in the form and format specified or approved by the owner of those Marks;

(B) a party must not use the Marks for any purpose other than what is permitted in this Agreement, without the prior, express, written consent of the other party;

(C) all goodwill related to the use of the Marks by another party (and, in the case of Uber Lanka, by its Affiliates) will benefit the owner of those Marks and not any other party; and

(D) each party licensing a Mark reserves the right to revoke the licence to use the Mark if that party reasonably considers that the quality of the other party's goods, services or performance of its obligations under this Agreement falls below an acceptable standard.

(iv) You must not try to register, use or claim ownership over any of Uber Portier’s or any of its Affiliates' Marks.

(v) Uber Lanka (or its Affiliates) may remove any of your Marks from the Uber Eats App if it reasonably believes that any of your Marks are inappropriate or infringe the rights (including the Intellectual Property Rights) of any third party.

(vi) You must not bring a claim against Uber Lanka or Uber Portier, or any of their Affiliates or directors, officers, employees or agents, or assert a defence against any claim by any of those parties, alleging that any use or exploitation by them of your Marks in accordance with this Agreement infringes your rights (including Intellectual Property Rights).

(g) Feedback. The Merchant may, but is not obligated to, provide or otherwise make available to Uber Portier or its Affiliates feedback, suggestions, comments, ideas, or other concepts relating to Uber Portier’s and its Affiliate’s products and services (“Feedback”). However, to the extent that the Merchant provides or otherwise makes available Feedback to Uber Portier or its Affiliates, the Merchant grants to Uber Portier and its Affiliates a worldwide, perpetual, irrevocable, transferable, sub-licenseable, royalty-free license to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Feedback in all formats and distribution channels now known or hereafter devised (including in connection with the Uber Services and Uber's or its Affiliates’ business, and on third-party sites and services), without further notice to or consent from the Merchant, and without the requirement of payment to the Merchant or any other person or entity. All Feedback is subject to the User Generated Content Terms.

(h) Ratings, Customer Feedback, and In-App Communications. The Merchant acknowledges and agrees that, after receiving Items, a Customer may be prompted by the Uber Eats App to provide a rating of Items and comments or feedback related to the Customer’s experience with the Merchant, Delivery Partners, Self-Delivery Courier, or the relevant Items on the Uber Eats App (“Customer Feedback”). The Merchant further acknowledges and agrees that the Uber Eats App may allow for communications within the Uber Eats Apps between (i) the Merchant and Customers, (ii) the Merchant and Self-Delivery Couriers, (iii) the Merchant and Delivery Partners, (iv) Customers and Self-Delivery Couriers or (v) Customers and Delivery Partners (“In-App Communications”). Uber Portier and its Affiliates reserve the right to use, share, and display Customer Feedback and In-App Communications in any manner in connection with the business of Uber Portier and its Affiliates without attribution to or approval with Merchant. Merchant agrees that Uber Portier and its Affiliates are online service providers and are not publishers of Customer Feedback or In-App Communications; nonetheless, Uber Portier and its Affiliates may, but will not be obligated to, review or monitor Customer Feedback or In-App Communications and may, in their sole discretion, remove, edit, or disable Customer Feedback or In-App Communications for any reason, including if Uber Portier or its Affiliates determine that Customer Feedback or In-App Communications violate this Agreement, the Community Guidelines, Uber’s Privacy Notice, the terms of any other agreement either located at uber.com/legal or that Merchant may have with Uber Lanka, Uber Portier, or their Affiliates, any user generated content or other content creation guidelines and/or policies that may be provided to Merchant by Uber Lanka, Uber Portier, or their Affiliates from time to time, and applicable codes, laws, legislation, licenses, orders (including court orders), ordinances, rules, regulations, or any other requirement imposed by a government authority. Uber Lanka, Uber Portier, and their Affiliates do not endorse or approve any Customer Feedback or In-App Communications available on the Uber Services. All Customer Feedback and In-App Communications are subject to the User Generated Content Terms.

8. CONFIDENTIALITY

(a) Personal Data. You agree to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Agreement. You shall maintain the accuracy and integrity of any Personal Data provided by Uber or its Affiliates in your possession, custody or control. You agree to retain Personal Data provided to you by Uber Lanka solely by using the software and tools provided by Uber Portier. You agree to comply with all applicable data protection laws in connection with the Uber Services and your activities under this Agreement.

(b) Confidential Information. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Agreement, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are bound by written obligations of confidentiality at least as protective of the Discloser as this Agreement before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose (to the extent legally permissible by applicable laws) and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

(c) Privacy Notice. Uber Lanka and its Affiliates agree to collect and use your personal information in accordance with Uber’s Privacy Notice.

9. REPRESENTATIONS AND WARRANTIES

(a) Each party hereby represents and warrants that:

(i) it has full power and authority to enter into this Agreement and perform its obligations hereunder;

(ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;

(iii) it has not entered into, and during the Term (as defined below) will not enter into any agreement that would prevent it from complying with or performing under this Agreement (in your case, including without limitation, any exclusive agreements with any third parties for the availability of food, beverages and other items via a technology application that would conflict with your obligations under this Agreement);

(iv) it will comply with all applicable laws and regulations in its performance of this Agreement during the Term; and

(v) during the Term, the content, media and other materials used or provided (in your case, by you or your Participating Locations) as part of this Agreement (including Marketing Materials and Marks) shall not infringe or otherwise violate the Intellectual Property Rights, rights of publicity or other proprietary rights of any third party.

(b) You additionally represent and warrant that, during the Term:

(i) you will obtain and maintain all applicable notifications, licences, registrations and permits to comply with all relevant laws and regulations for the sale of all Items;

(ii) all your Participating Locations will comply with all applicable laws and regulations in its performance of this Agreement (including, but not limited to, the Food Act, 1980 of Sri Lanka as amended from time to time and rules and regulations made thereunder specifically Food (Hygiene) Regulations 2011, Food (Packaging Materials and Articles) Regulations 2010, and the Consumer Affairs Authority Act No.9 of 2003, as amended from time to time) and its engagement of Delivery Partners; and

(iii) that the details in the Order Form in relation to your tax registration information and Indirect Tax to be levied on each Item, and the copies of tax registrations provided by you to Uber are true and correct. You shall inform Uber immediately after any changes in your corporate and tax information in the Order Form.

(c) Except as set forth herein, each party makes no representations, and hereby expressly disclaims all warranties, express or implied, regarding its services or products or purpose of this Agreement.

10. INDEMNIFICATION

(a) Indemnified Claims. Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party, its Affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (i) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (for the avoidance of doubt, in case of Uber, excluding Delivery Partners) in their performance of this Agreement; (ii) any claims that the Indemnifying Party breached its representations and warranties in this Agreement; (iii) any claims that the Indemnifying Party’s Marks infringe a third party’s Intellectual Property Rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (iv) any breach and/or non-compliance with applicable data protection laws. For the sake of clarity, you acknowledge and agree that Uber Portier is not responsible for any Losses caused by Uber Lanka. In addition, you shall indemnify, defend and hold harmless Uber Lanka, Uber Portier, their Affiliates and their respective directors, officers, employees and agents from and against any and all Losses with respect to any third party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable laws, rules or regulations, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Uber or its employees or agents.

(b) Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defence of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of a claim, at the Indemnifying Party’s expense.

11. LIMITS OF LIABILITY

Except for a party’s indemnification obligations or a breach of confidentiality, (a) in no event shall either party be liable for any claim for any indirect, wilful, punitive, incidental, exemplary, special or consequential damages, for loss of business profits, or damages for loss of business by you or any third party arising out of this Agreement, or loss or inaccuracy of data of any kind, whether based on contract, tort or any other legal theory, even if such party has been advised of the possibility of such damages; and (b) each party’s total cumulative liability of each and every kind under this Agreement shall not exceed USD1,000,000. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. 

12. INSURANCE

(a) During the Term (as defined below) and for one (1) year thereafter, the Merchant shall maintain Commercial General Liability insurance and (if required by law) Worker’s Compensation insurance (or substantially equivalent insurance), in amounts and coverage as set out in the Order Form.

(b) All policies shall be written by reputable insurance companies rated by A.M. Best & Co. with a minimum rating of (or equivalent to) A-IX and licensed to do business in Sri Lanka.

(c) Such insurance shall be primary and non-contributing to any insurance maintained or obtained by Uber Portier or Uber Lanka (if any) and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to Uber.

(d) Upon Uber Lanka’s request, the Merchant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of the Merchant under the Agreement.

13. TERM

This Agreement shall commence on the Effective Date and, unless earlier terminated as provided below, shall continue for a period of one (1) year from the Effective Date (“Initial Term”) and shall automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”).

14. TERMINATION AND SUSPENSION

(a) Termination by you.

(i) You may terminate this Agreement in its entirety at any time without cause by giving seven (7) days’ prior written notice of termination to Uber.

(ii) You may terminate this Agreement in the event of a breach by Uber Portier or Uber Lanka if the breach is not cured within two (2) days’ notice thereof by you.

(b) Termination, suspension or deactivation by Uber Portier or Uber Lanka.

(i) Uber Portier or Uber Lanka may terminate this Agreement in its entirety at any time without cause by giving seven (7) days’ prior written notice of termination to you.

(ii) Uber Portier or Uber Lanka may terminate this Agreement immediately in the event of a breach by you if the breach is not cured within two (2) days’ notice thereof by Uber Portier or Uber Lanka.

(iii) Uber Portier may also immediately restrict or deactivate your (or, in the case of a Participating Location, only that Participating Location’s) account or access to the Uber Tool or Uber Lanka may restrict your (or, in the case of a Participating Location, only that Participating Location’s) access to the Uber Services or take any reasonable action (and provide you with written notice (including but not limited to notice by email) of the action taken) if:

(A) you (or a Participating Location) commit a material breach of this Agreement;

(B) an act or omission by you (or a Participating Location) or a third party in relation to you (or a Participating Location), in Uber Lanka’s reasonable judgment, is in violation of the Community Guidelines or has the potential to cause adverse publicity, media attention or regulatory scrutiny or other issues that could detrimentally impact the reputation, good name, brand or Marks of Uber or any of its Affiliates, including matters of health and food safety;

(C) filing of a petition for the commencement of bankruptcy proceedings, corporate reorganization proceedings, liquidation proceedings, or other similar insolvency proceedings has happened with respect to you;

(D) any negotiable instrument or check drawn or accepted by you is dishonored;

(E) your suspension of payment or an order of suspension of trade from a clearing house has been brought against you;

(F) Uber Portier or Uber Lanka receives a request to implement necessary measures against you for the protection of Customers based on applicable laws and regulations;

(G) any accident occurs that may harm the life or body of any Customer (other than where you are not responsible for the accident); or

(H) there is any other event corresponding to any of the items above.

(c) Termination by either party.

(i) Either party may terminate this Agreement immediately upon giving written notice of termination to the other party if the other party:

(A) commits a material breach of this Agreement;

(B) ceases to conduct business in the normal course; or

(C) undergoes into insolvency, bankruptcy or liquidation.

(d) Survival. Section 2, Section 5 (to the extent of any accrued and unpaid payments), Section 8, Section 10, Section 11, Section 12, this Section 14(d), and Section 15 of these General Terms (as well as other terms of this Agreement that by their nature reasonably survive) will survive termination or expiration of this Agreement.

15. GENERAL

(a) Notices. Any and all notices (including written notices) permitted or required to be given hereunder shall be sent in accordance with instructions below, or such other method or address as may be informed by the parties from time to time.

(i) Notices to Uber should be addressed to Uber Lanka and sent to Uber at india-legal@uber.com.

(ii) Notices to the Merchant should be provided to the Merchant’s email address set forth in the Order Form (or in the absence of an email address, the mailing address).

(b) Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Sri Lanka without regard to its conflict of laws provisions. If any dispute between the parties arises out of any matter relating to these Terms, the disputing parties shall first attempt in good faith to reach a settlement through confidential negotiation by their appointed representatives. If the disputing parties are unable to amicably resolve the dispute within 15 (fifteen) days, the dispute shall be determined through arbitration by a sole arbitrator to be mutually appointed by the disputing parties and in accordance with the provisions of the Arbitration Act No. 11 of 1995, as may be amended from time to time. The seat and venue of such arbitration proceedings shall be Colombo, Sri Lanka and the arbitration shall be conducted in the English language. Subject to the foregoing, the competent courts in Colombo, Sri Lanka shall have exclusive jurisdiction.

(c) Waiver. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

(d) Modification. Uber reserves the right to modify the terms and conditions of this Agreement or any policies or information hosted at hyperlinks referenced in this Agreement ( “Terms Update”) from time to time.

If any Terms Update will have a material detrimental impact on your rights under this Agreement, Uber or one of its Affiliates will let you know at least seven (7) days before that modification is made (the “Notice Period”). Notwithstanding anything to the contrary herein, Uber may provide notice of such Terms Update through email or by including a general notice on its website or Uber Eats App. Your continued use of any services provided by Uber or its Affiliates (including but not limited to the use of Uber Eats App) under this Agreement after the end of the Notice Period shall constitute your consent to such Terms Update.

(e) Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

(f) Force Majeure. Any delay in or failure by either party in performance of this Agreement shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, epidemics and pandemics, communicable disease outbreaks, public health emergencies, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement.

(g) Assignment and novation. This Agreement may not be assigned, in whole or in part, by a party without the prior written consent of the other party, except, (i) each party may assign all or any part of the benefit of, or its rights or benefits under this Agreement, upon notice to the other party, in connection with the sale of all or substantially all of such party’s equity, business or assets, and (ii) you agree that Uber may assign all or any part of the benefit of, or its rights or benefits under this Agreement or novate this Agreement to an Affiliate or a third party without giving you prior notification and without your consent and you shall provide Uber with all cooperation necessary to facilitate such assignment or novation without unnecessary delay. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. To further clarify, upon any succession, assignment or transfer of this Agreement, or change of control over the Merchant (including but not limited to the transfer of a majority of its outstanding voting shares), all Service Fees and other financial conditions previously applicable to the predecessor, assignor, or such Merchant shall continue to apply to, and be binding upon, the successor, assignee, and such Merchant.

(h) No Partnership, Joint Venture. Nothing in this Agreement shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties, and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Agreement.

(i) Entire Agreement. This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof.

(j) Counterparts. This Agreement may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

[the remainder of this page is intentionally left blank]

APPENDIX 1

Approval Request Form for Items (Non-Restaurant)

APPENDIX 2

Photography Guidelines

1. Unless otherwise specified by Merchant, Uber Lanka (or its Affiliates) will arrange for a photoshoot by a photographer to take photographs of your Items to be displayed on the menu on the Uber Eats App and/or any other purposes which Uber Lanka decides in its sole discretion.

For the avoidance of doubt, any photographs taken by the photographer shall be considered Uber Eats Marketing Materials.

2. The photoshoot will take approximately one hour, which will include photo shooting, style communication, and other related photography matters. The Items to be photographed must be prepared and ready for shooting upon photographer’s arrival.

3. If the photoshoot is delayed due to the fault of the Merchant, the photographer may leave the photoshoot immediately and the photoshoot shall be considered cancelled and Uber Lanka will deduct any cancellation fees it incurs from any payments it owes to the Merchant. If due to cancellation the Merchant wishes to reschedule the photoshoot then it must inform Uber Lanka who may, at its option, help to arrange another photoshoot, however, the Merchant shall be responsible for all applicable costs related to the rescheduling of the photoshoot.

4. The photographer will choose the most suitable shooting method according to restaurant style and on-site conditions. Only a single Item can be captured per photograph unless multiple Items form part of a set that can be ordered by your Customers (for example, a package meal). Whether or not the photographer considers your inputs as part of the shooting shall be determined by the photographer at their sole discretion. For the avoidance of doubt, the Merchant may not request re-shooting of the Items if they are not satisfied with the photographs.

5. You acknowledge the photographer is an independent contractor engaged through a business outsourcing contract with Uber Lanka or its Affiliates,, and as such, reserves the right to refuse to shoot any Item in their sole discretion, including without limitation, if the Items violate any rules or regulations. .

6. If a Merchant does not wish for Uber Lanka to arrange for a photographer to take photographs of Items and instead prefers to provide its own photographs, they must send the photographs to restaurants.colombo@uber.com as part of the onboarding process. For the avoidance of doubt, such photographs prepared and provided by Merchant shall be considered Your Marketing Materials. Notwithstanding anything to the contrary herein, Uber Lanka (or its Affiliates) are under no obligation to use Your Marketing Materials and reserve the right to refuse uploading any of Your Marketing Materials to the Uber Eats App including without limitation any photographs of Items that do not meet the relevant quality specifications on the Uber Eats App.

APPENDIX 3

These Merchant Offers Program and Promotional Terms (“Offer Terms”) adds additional terms and conditions which will govern Merchant’s (“you” or “your”) use of the Offer Tools (as defined below) and your ability to provide Offers (as defined below) to your customers through the Uber Eats App. These Offer Terms are governed by the terms and conditions of your existing agreement (together with all addenda and as amended, the “Agreement”) with Uber Portier B.V. and Uber Lanka Private Limited (collectively “Uber” or “we”) and, together with the terms of the Agreement, shall constitute a single, enforceable agreement between Uber and you. In the event of any conflict between these Offer Terms and the Agreement, the terms of these Offer Terms shall govern with respect to the subject matters set out herein. Subject to the foregoing, undefined, capitalized terms in these Offer Terms will have the meaning set forth in the Agreement.

By setting up an Offer (as defined below), you agree to be bound by the terms and conditions set out in these Offer Terms.

1. Merchant Offers Program and Offers.

Subject to the terms and conditions of the Agreement and any other guidelines or eligibility criteria for Offers that Uber may make available from time to time, Uber hereby authorizes Merchant to use Uber’s proprietary, automated tools (“Offer Tools”) to feature short-term Merchant offers that are designed and fulfilled by the Merchant to stimulate customer demand, including, by way of example, the provision of discounts and special offers through the Uber Eats App (each such offer hereafter an “Offer”). Merchant authorizes Uber to use automated tools to feature Offers within the Uber Eats App. Unless otherwise specified by Uber, Merchant will be solely responsible for defining each Offer (within the scope of functionality provided by the Offer Tools), including, without limitation, the start date, end date, and budget for each Offer, but each Offer will be subject to Uber’s prior written approval. Merchant is responsible for providing to Uber, at the Merchant’s sole cost and expense, all suitable material including artwork of the Merchant’s trademarks and trade names in a format and within deadlines specified by Uber (“Offer Materials”) for such to be reproduced for the fulfillment of the Offer. Uber may, at its sole discretion, provide enhanced promotional placement or other visual treatment for an Offer through the start and end date identified by Merchant. Merchant acknowledges that the time period of enhanced promotional placement for an Offer may be subject to a number of factors, including but not limited to Merchant’s budget for such Offer, the start and end date for an Offer identified by Merchant, and Uber Eats App functionality.

2. Your Responsibilities.

Merchant is the promoter of each Offer. You are solely responsible for fulfilling the terms of each Offer provided by you to your customers, and you are likewise solely responsible for providing and enforcing terms, conditions, or other rules for your customers governing each Offer. You represent and warrant that you will run your Offers in accordance with all Applicable Laws and that you have all necessary authority, rights, licenses, consents and permissions to run your Offers (including, without limitation, the rights to provide the Offer Materials to Uber). You will not use the Offers to make charitable donations. When providing any Offer (and using the Offer Tools), you agree that you are subject to any additional guidelines, rules, and terms and conditions posted by Uber, which are hereby incorporated by reference into these Offer Terms.

3. Reporting and Offer Costs.

Uber will use good faith efforts to provide you with reasonable information regarding your Offers, which may include, without limitation, the amount you have spent on each Offer (“Offer Costs”) and the number of Items sold in connection with each Offer. Uber, in its sole discretion, may highlight Offers and/or the results of Offers in Uber Eats Marketing Materials.

4. Fees.

In consideration for Merchant’s efforts in running an Offer and stimulating customer demand and user traction through the Uber Eats App, Merchant shall charge Uber a promotional services fee (the “Promotional Fee”) in the amount separately agreed upon for the relevant Offer.

For Items where an Offer has been applied as a discount to the Retail Price of the Item, Uber will charge you a Service Fee based on the sum of the discounted Retail Price and the Promotional Fee. If the Offer consists of a discount on the Marketplace or Aggregator Delivery Charge, the Service Fee will be calculated as described in your Agreement and will not change. You acknowledge that you are solely responsible for Offer Costs and that Uber may deduct Offer Costs from your Item Revenue.

5. Indemnity.

Merchant shall indemnify Uber, its subsidiaries and affiliates and their respective directors, officers, employees and agents (the “Uber Parties”) against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis and all other professional costs and expenses) suffered or incurred by the Uber Parties arising out of or in connection with: (a) any third party claim for actual or alleged infringement of a third party’s intellectual property or other proprietary rights arising out of or in connection with any Offer run by the Merchant and use of the Offer Materials; and (b) any third party claim arising out of or in connection with the manufacture, production, distribution, handling, advertising, consumption or use of, or otherwise relating to, any Offer run by the Merchant, whether or not any claim arises during the Term of the Agreement. For the avoidance of doubt, any approval by an Uber Party of any Offer or use of Offer Materials shall not affect this right of indemnification.

6. Other.

Uber may amend these Offer Terms from time to time in its sole discretion, and such amendments will be effective seven (7) days after Uber’s posting of updated these Offer Terms at www.uber.com or such updated Offer Terms otherwise being made available to Merchant by Uber, including, for example, through Restaurant Manager. Merchant’s continued use of the Offer Tools after such updated Offer Terms become effective constitutes Merchant’s consent to be bound by the updated Offer Terms. Merchant has the right to terminate the Offer Terms in the event that Merchant disagrees with the amendments made in any updated Offer Terms. Uber reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Offer Tools or the ability for Merchant to provide Offers, with or without notice. You agree that neither Uber nor any of its affiliates shall be liable to you (or to any third party) for the Offer or the Offer Tools, including for any modification, suspension or discontinuance of the Offer or the Offer Tools or providing Merchant with the ability to provide Offers. Except as specifically amended by the Offer Terms, the terms and conditions of the Agreement and any amendments thereto shall remain in full force and effect.

APPENDIX 4

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 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”). From time to time Uber Portier and its affiliates may create additional posted guidelines, rules, and terms and conditions applicable to a Sponsored Listing or Bid, which will be disseminated in an appropriate way, such as posting them on our website ( https://www.uber.com/lk/en/?_pec=no, https://www.uber.com/legal/si-lk/ or any successor website thereto).

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;

“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/lk/en/?_pec=no, 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.