Merchant Offers Program and Marketing Addendum to Uber Eats Master Framework Letter Agreement

This Merchant Offers Program and Marketing Addendum (“Offers Addendum”) 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. This Offers Addendum is 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/or one of its affiliates (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 this Offers Addendum and the Agreement, the terms of this Offers Addendum shall govern with respect to the subject matters set out herein. Subject to the foregoing, undefined, capitalized terms in this Offers Addendum 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 of this Offers Addendum.

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 trade marks 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 this Offers Addendum.

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 marketing services fee (the “Marketing 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 Marketing Fee (including VAT if any). 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. Self-billing.

You hereby grant a mandate to Uber to issue invoices/credit notes to itself for any Marketing Fees charged by you under this agreement (“Self-billed Invoices”). Uber hereby accepts the mandate granted by you, provided that you have completed your invoice settings on Restaurant Manager and have provided all information required for the accurate calculation and preparation of the Self-billed Invoices. All Self-billed Invoices will be issued in PDF format only (unless otherwise required by Applicable Law) and can be accessed and downloaded from Restaurant Manager. No Self-billed Invoices will be issued or sent in paper format. You agree to store and archive the Self-billed Invoices in accordance with Applicable Law.

You agree to keep your invoice settings up to date and agree to notify Uber immediately if you change your VAT registration number and/or update your VAT registration status.

You may dispute any Self-billed Invoice issued by Uber within a period not exceeding seven (7) days from the issuance date of such Self-billed Invoice. If no such dispute is raised during this seven day period, you are deemed to have validated the relevant Self-billed Invoice.

You hereby agree not to issue any other invoices for the Marketing Fee set out in this agreement.

6. 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.

7. Other.

Uber may amend this Offers Addendum from time to time in its sole discretion, and such amendments will be effective thirty (30) days after Uber’s posting of an updated Offers Addendum at www.uber.com or such updated Offers Addendum 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 Offers Addendum become effective constitutes Merchant’s consent to be bound by the updated Offers Addendum. Merchant has the right to terminate the Offers Addendum in the event that Merchant disagrees with the amendments made in any updated Offers Addendum. 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 Offers Addendum, the terms and conditions of the Agreement and any amendments thereto shall remain in full force and effect.