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 Agreement (either an Order Form or a Master Framework Agreement, the “Merchant Agreement”) with Uber Portier BV or one of its affiliates (collectively, “Uber”) and, together with the terms of the Merchant Agreement, shall constitute a separate, enforceable agreement between Uber and you. In the event of any conflict between these Sponsored Listing Terms and the Merchant Agreement, these Sponsored Listing Terms shall govern as applied to the subject matter herein. Subject to the foregoing, undefined, capitalised 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 Bid (as defined below) for the opportunity to obtain a Sponsored Listing (as defined below) on the Uber Eats App. Uber may create additional posted guidelines, rules, and terms and conditions applicable to a Sponsored Listing or Bid in line with paragraph 6 below.

By submitting a Bid, you agree to be bound by these Sponsored Listing Terms and understand that your Bid will be placed in an auction and only selected Bids will become Sponsored Listings (as defined below). More information on the auction and the selection process can be found at https://restaurants.ubereats.com/nl/en/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.

If the individual accepting these Sponsored Listing Terms is accepting on behalf of a franchisor, a franchisee or other similar legal entity, such individual represents that (1) they have the authority to bind such entity and its affiliates to these Sponsored Listing Terms and (2) they have the authority in their franchise agreement or other operating documents to place Sponsored Listings, receive and/or review analytics, reporting or other ad related data as provided in Section 7 and (3) in the case of a franchisee, you agree that we may share reporting or other ad related data as provided in Section 7 with your franchisor.

1. Definitions.

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

“Ads Manager” means Uber’s proprietary, automated, self-service tool located within the Uber Tools, used to create Bids;

“Bid” means an offer by you for a Sponsored Listing, subject to your Campaign Budget constraints;

"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” means a placement on the Uber Eats App which: (a) subject to Uber’s discretion, will include some indicator to customers that the placement was purchased by you, such as a tag such as “promoted” or “sponsored”; (b) will appear in the Uber Eats App (and may appear on the Uber Eats website) in a placement determined by Uber, 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 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 representative who you authorise to make the changes described in these Sponsored Listing Terms. For the avoidance of doubt, any Uber representative whom you instruct to make these changes shall be deemed authorised;

2. Sponsored Listings.

Subject to the Merchant Agreement and any other guidelines or eligibility criteria for Sponsored Listings that Uber makes available from time to time, Uber authorises Merchant to submit Bids. A detailed explanation of how Sponsored Listings work, including information on placement, and the auction and selection process, can be found at https://restaurants.ubereats.com/nl/en/sponsored-listings/. A selected Sponsored Listing will be placed on the Uber Eats App. For clarity, a Sponsored Listing may be posted anytime after it is selected and will continue to appear until the Campaign Budget is exhausted, until Uber removes it 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 to assemble and format Sponsored Listings based on the content provided in accordance with your Merchant Agreement. Uber 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. You agree to only use and access such Ads Manager within its functionality and technical capability, recognise that such tool is proprietary to Uber and will not circumvent or otherwise exploit the tool in such a way that is not intended. For clarity, the rights and obligations in the Merchant Agreement relating to Uber Tools shall apply to Ads Manager.

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 will use commercially reasonable efforts to ensure your Campaign Budget is not exceeded.

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 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 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’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 limit access to Ads Manager to validated and authorised Representatives or anyone else acting on your behalf. You acknowledge that you are solely responsible for your Representatives and their actions in connection with their use of Ads Manager. 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 will 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 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 in our sole discretion and the Ads 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 clarity, you won’t be charged a fee for access to the Ads Manager or for placing a Sponsored Listing via an Uber Ads Representative.

a. Invoicing and Payment Schedule.

Uber will charge the Sponsored Listing Fees to you. You agree that unless otherwise agreed in writing, Uber 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 in writing, Uber 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 reserves the right to set a maximum spend threshold or suspend your access to the Ads Manager until the Sponsored Listing Fees are paid in full. Uber 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’s sole discretion. Uber and 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 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. See https://restaurants.ubereats.com/nl/en/sponsored-listings/ for more information on the auction and bidding process.

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 the terms of such Merchant Agreement. 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 shall grant you a limited, exclusive, revocable, license to certain data for free and aggregated reporting related to such Sponsored Listings. Such license shall expire upon termination of these Sponsored Listing Terms or any superseding terms. You will undertake reasonable commercial and technological efforts to prevent unauthorised access or copying of such data by third parties and you will protect, and prevent, such aggregated and anonymised data from being attributed to individual users of the Uber Tools by yourself or third parties. You agree that Uber may share Uber Data with third-party service providers for the purposes of providing Sponsored Listings. In case Uber Data is also considered Merchant’s Personal Data in accordance with Applicable Laws, the information provided in, and the rights afforded under, Uber’s privacy notice shall supersede this paragraph in case of a conflict.

9. Feedback.

You understand and acknowledge that the form and function of the Ads Manager may change at any time in Uber’s sole discretion. You understand and agree that you may voluntarily provide and/or submit to Uber Feedback, during the Sponsored Listing, and the terms of the Merchant Agreement shall apply to such Feedback.

10. Testing.

You authorise Uber to periodically conduct non-material tests that may affect your access to or use of the Ads Manager, as well as your ability to surface Sponsored Listings. These tests may include, but are not limited to, changes in formatting, or placement of Sponsored Listings. Uber will provide you with at least 15 days’ notice of any testing which may have a material impact on the performance of your Sponsored Listing. In any case, you shall only pay on a per click basis for your Sponsored Listing (as described in Section 5(a) above).

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 Uber Eats Sponsored Listing program, including the existence and structure of the Uber Eats Sponsored Listing program, are confidential and should be handled in accordance with the confidentiality obligations in the Merchant Agreement.

12. Disclaimer.

Except for the express warranties stated herein, neither party makes, and each party expressly disclaims, all representations and warranties, express, implied, statutory or otherwise, with respect to the subject matter of these Sponsored Listing Terms. Without limiting the generality of the foregoing, Uber makes no representation or warranty as to the benefit that Merchant will obtain from the Sponsored Listings. Moreover, Uber does not represent or warrant that the Ads Manager will be error-free, always available or operate without loss or corruption of data or technical malfunction.

13. Other.

These Sponsored Listing Terms may be superseded and replaced by subsequent terms and conditions located at: https://www.uber.com/legal/en/ or in the Ads Manager, upon 15 days’ written or electronic notice by Uber. By continuing to submit Bids after the notice period, you agree to be bound by any subsequent terms and conditions relating to the activities described in these Sponsored Listing Terms. Uber reserves the right, at any time, temporarily or permanently, in whole or in part, to modify, suspend or discontinue the Ads Manager or the ability for Merchant to place Bids, 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 any modification, suspension or discontinuance of the Ads Manager or providing you with the ability to place Bids. Each party acknowledges that the arrangements contemplated hereby are non-exclusive and nothing herein shall be deemed to restrict or limit Uber's ability to engage in similar relationships, agreements or arrangements with any other party. 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.