Pilot Promotional Program Addendum to Uber Eats Agreement

This Promotional Program Addendum (“Promotional Addendum”) adds additional terms and conditions which will govern Restaurant’s (“you” or “your”) use of the Promotion Tools (as defined below) and your ability to offer Promotions (as defined below) to your customers through the Uber Eats Platform. The Promotional Addendum is governed by the terms and conditions of your Uber Eats Agreement (with all addenda and as amended, the “Agreement”) with Uber Portier B.V. (“Uber”, “Portier” or “we”) and, together with the terms of the Agreement, shall constitute a separate, enforceable agreement between Uber and you. In the event of any conflict between the Promotional Addendum and the Agreement, the terms of the Promotional Addendum shall govern with respect to the subject matter herein. Subject to the foregoing, undefined, capitalized terms in the Promotional Addendum will have the meaning set forth in the Agreement.

1. Promotional Program and Promotions. Subject to the terms and conditions of the Agreement and any other guidelines or eligibility criteria for Promotions that Portier may allow, Uber hereby authorizes Restaurant to use Uber’s proprietary, automated tools (“Promotion Tools”) to feature short-term offers or promotions that are designed, funded and fulfilled by the Restaurant to stimulate customer demand, which may include, without limitation, discounts and other special offers or promotions, such as loyalty programs (each, a “Promotion”). Restaurant authorizes Portier or its affiliates to use automated tools to feature Promotions (as defined herein) within the Uber Platform. All Promotions shall be subject to prior written intimation to Portier. Restaurants must identify a start date, end date, and budget for each Promotion. Restaurant is responsible for providing to Uber, at the Restaurant’s sole cost and expense, all suitable material including artwork of the Restaurant’s trademarks and trade names in a format and within deadlines specified by Uber (“Restaurant Materials”) for such to be reproduced for the fulfilment of the Promotion. Subject to Marketplace functionality, Portier may provide enhanced promotional placement or other visual treatment for the Promotions through the start and end date identified by Restaurant. Restaurant acknowledges that the time period of enhanced promotional placement for a Promotion may vary due to a number of factors including Restaurant’s budget for a particular Promotion, the start and end date for a Promotion identified by Restaurant, and Marketplace functionality.

2. Your Responsibilities. You are solely responsible for fulfilling the terms of the Promotions offered by you to your customers. You represent and warrant that you will run your Promotions in accordance with applicable laws and you have all necessary rights, licenses, consents and permissions to run your Promotions (including but not limited to the rights to provide information or creative materials to Portier about your Promotion). You will not use the Promotions to make charitable donations.

3. Reporting and Promotion Costs. Portier will provide you with reasonable information regarding your Promotions, which may include the amount you have spent on Promotions Promotion Costs”) and the number of Meals sold in connection with Promotions. Portier may highlight Promotions and/or the results of Promotions in its own marketing materials.

4. Service Fees. The Service Fee will be calculated on the basis of this Addendum. Portier has the right to charge you a Service Fee based on either the Pre Promotion Price or Post Promotion Price of your Meals, depending on the nature of the Promotion, or as may otherwise be agreed between Portier and you. “Pre Promotion Price” refers to the Retail Price before reflecting any applicable Promotion on the Meal. “Post Promotion Price” refers to the discounted Retail Price reflecting the applicable Promotion on the Meal. You acknowledge that you are solely responsible for Promotion Costs and that Portier may deduct Promotion Costs from your Meal Revenue. In all circumstances that you are paid for a Meal, you are responsible and accountable to Portier for the applicable Service Fee and relevant Promotion Costs.

5.Term. This Addendum will continue for a period of one (1) year from the Addendum 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”). Portier may terminate or change the terms of this Addendum at any time upon written notice (by email is sufficient). Unless agreed to by each party in writing, the termination of this Addendum shall not terminate the Agreement or any other addenda thereto, if any