UBER INSERTION ORDER TERMS

IMPORTANT: BEFORE YOU SIGN THE UBER INSERTION ORDER, PLEASE READ THESE UBER INSERTION ORDER TERMS. BY SIGNING THE UBER INSERTION ORDER, YOU AGREE TO THESE TERMS ON BEHALF OF THE AGENCY OR ADVERTISER DEFINED IN THE UBER INSERTION ORDER.

1. Interpretation

The Uber Insertion Order (“IO”), in which these terms (“Terms”) are incorporated, is entered into by the Uber entity defined in the IO (“Uber”) and the Agency or Advertiser defined in the IO. The Terms are governed by the IAB/AAAA Standard Terms and Conditions Version 3.0 (“IAB Terms”), available at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf, which are incorporated herein by reference. Capitalized terms used herein but not defined will have the meanings given by the IAB Terms. If the IO is executed directly by an Advertiser, all obligations of “Agency” and “Advertiser” will be the obligations of Advertiser. The IO is governed by the laws of the State of New York and the parties irrevocably consent to exclusive jurisdiction and venue in the state and federal courts sitting in New York, NY. In the event of any conflict or inconsistency, the order of precedence will be: 1) the IO, 2) the Terms, 3) any other terms incorporated herein by reference, and 4) the IAB Terms.

2. Intellectual Property

a. Advertiser grants Uber a limited, royalty-free, non-exclusive and non-transferable license during the campaign to convert (if necessary), publish, display, and distribute the Ads in the placements in the Uber app, Uber Eats app, or other surface owned, operated, or controlled by Uber or where Uber has the rights to place media (together, the “Uber Platform”) as specified by the Media Plan throughout the Territory defined in the IO. Unless otherwise explicitly authorized, Uber may not alter or edit the Ads without the prior written consent of Advertiser, however, Uber may resize or reformat the Ads, including any logos as may be necessary to publish the Ads.

b. Neither party will acquire any license or right to any names, logos, designs, trademarks, social media, service marks, or trade names used by the other party (the “Advertiser Marks” and “Uber Marks”, respectively, and collectively “Marks”), or the copyrights, or other form of intellectual or commercial property or other proprietary rights of either party and will not use such property or rights in any manner, except as herein permitted. All uses of a party’s Marks by the other party will be in the form and format specified or approved by the owner of such Marks. Neither party will use the other party’s Marks without the prior, express, written consent of the other party (email being sufficient) except that after the campaign, Uber may use the Ads solely to promote Uber’s advertising business.

c. All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the owner of such Marks. All rights not granted are expressly reserved.

3. Third-Party Technology

Any third-party tags, pixels, tracking links, software code, or other technology will be subject to Uber’s prior written approval. Any such technology may only be used for the purpose of measuring campaign performance.

4. Non-guaranteed

Unless otherwise set forth in the applicable IO line item, all Deliverables are non-guaranteed.

5. Reporting

Section IV(b) of the IAB Terms shall be deleted in its entirety. Uber will make reporting, as determined by Uber, available on a regular basis, unless otherwise specified. Uber’s measure of billable metrics will be the controlling measurement for invoicing advertising fees. Any reporting provided by Uber to Advertiser hereunder is subject to adjustment upon invoicing and will constitute Uber’s Confidential Information as defined in the IAB Terms. Uber grants Advertiser a limited, revocable, non-exclusive, non-sublicensable license to such reporting, solely for Advertiser’s intent to purchase, or the purchase of, services from Uber. Advertiser will not (and Advertiser will not allow any third party to): (i) copy, modify, adapt, translate or otherwise create derivative works of the reporting; (ii) rent, lease, sell, assign or otherwise transfer rights in or to the reporting; or (iii) remove any proprietary notices or labels on the reporting. Advertiser will comply with all applicable laws and regulations in Advertiser’s use of and access to the reporting.

6. Uber APIs

Uber may provide Advertiser with access to certain APIs that enable Advertiser to request and receive certain data from Uber, as determined by Uber, including data made available in the reporting contemplated in Section 5 (each an “Uber API”). Advertiser’s use of any Uber API will be governed by the Uber API Terms of Use available at, https://developer.uber.com/docs/riders/terms-of-use, which are incorporated herein, and made a part of these Terms. If there is a conflict between the Uber API Terms of Use and these Terms, these Terms will control.

7. Recommendations

Uber may help Advertiser configure its Ads, Offers, or other campaigns on the Uber Platform (e.g., scheduling, budgeting, targeting, keyword targeting, etc.) by providing insights, reporting, or recommendations through the services (“Recommendations”). Advertiser acknowledges and agrees that: a) Recommendations are optional; b) it is not required to act upon these Recommendations; and c) it is solely responsible for all configurations of Ads, Offers, or other campaigns, including those based on Recommendations.

8. Payment

Sections III(a) and III(b) of the IAB Terms shall be deleted in their entirety. Uber will invoice Advertiser monthly in arrears for fees related to Deliverables and other services provided in the month prior. Advertiser will remit payment within the longer of sixty (60) days or the Payment Terms specified in the IO from the invoice date. Advertiser will make all payments to Uber in the currency set forth in the Media Plan above by electronic transfer. If Advertiser requires a purchase order (“PO”) for invoicing, Advertiser will provide such PO within thirty (30) days of executing the IO. If Advertiser disputes a charge, Advertiser must notify Uber within ten (10) calendar days of the invoice date and specify the nature of the dispute. Any amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid in full. Uber reserves the right to suspend further performance or delivery of Deliverables or other services, including those purchased by Advertiser under separate agreements with Uber, if undisputed invoices hereunder remain unpaid past the due date. Advertiser will also be responsible for all reasonable costs of collection, including legal fees, incurred by Uber if Advertiser breaches its obligations hereunder. Advertiser may not withhold payments to Uber by setoff or counterclaim. All amounts paid by Advertiser hereunder are non-refundable, regardless of delivery, cancellation, or termination of this IO. Any credits or value-added considerations provided by Uber to Advertiser must be utilized solely for Uber services as agreed, and will not be redeemable or refundable for cash or any other form of compensation.

9. Representations & Warranties

Advertiser represents and warrants that the use or publication by Uber of the Ads, Advertising Materials, or any other data or information provided by or on behalf of Advertiser to Uber, in any currently existing or future formats or media, will not (i) violate any right of any third party, including but not limited to, any copyright, trademark, patent or right of publicity or privacy, (ii) contain any statement that is false, misleading, deceptive, malicious or defamatory, (iii) violate any applicable law, rule, or regulation, industry guidelines, or Advertiser’s policies, (iv) contain any claims that are not supported by sufficient prior substantiation, or (v) violate Uber’s Advertising Policies as of the date of the IO or contain any material which is otherwise unlawful, defamatory or obscene, or which may encourage a criminal offense or otherwise give rise to civil liability. Advertiser further represents and warrants to Uber that: (vi) if the Ads are delivered to Uber in electronic form, such Ads, data and information will not contain any viruses, worms, malware or other code or devices capable of disabling or interfering with any computer systems or software; (vii) Advertiser will not discriminate against any particular race, ethnicity, culture, country, belief, national origin, age, sexual orientation, gender, gender identity or expression, disability, condition, or any member of a protected class; (viii) Advertiser will comply with all applicable laws and regulations in its performance of the IO, including U.S. Federal Trade Commission and Canada Competition Bureau guidance, privacy and data protection laws, Advertiser’s privacy and other policies, and state and local laws related to contests/sweepstakes, promotions and/or offers; and (ix) any sweepstakes, contests, promotions, coupons, games or other promotional elements sponsored or administered by Advertiser, its agents, or subcontractors, in connection with any campaign under the IO will comply with all applicable federal, state, and local laws, rules and regulations, and industry best practices and standards.

10. Indemnification

Advertiser will indemnify, defend and hold harmless Uber, its affiliates and their directors, officers, employees and agents against all claims, damages, losses and expenses (including reasonable attorney’s fees) with respect to any third-party claim arising out of or related to: (a) any Ad, Advertising Materials (if applicable), or other materials provided by Advertiser or any material to which users can link, or any products or services made available to users, through the Ads; (b) the negligence or willful misconduct of Advertiser and its employees or agents in their performance of the IO; (c) a breach of Advertiser’s representations, warranties or obligations in the IO; or (d) any claims that the Ads infringe or otherwise violate the intellectual property rights, rights of publicity, or other proprietary rights of any third party, or are defamatory, disparaging, or discriminatory.

11. Feedback

Nothing in the IO or in the parties’ dealings arising out of or related to the IO will: (a) restrict Uber’s right to use, profit from, disclose, publish, keep confidential, or otherwise exploit any suggestion or idea for improving or otherwise modifying Uber’s products or services (“Feedback”) provided by Advertiser; or (b) require Uber to compensate or credit Advertiser or the individual providing such Feedback. Feedback will not be deemed Advertiser’s Confidential Information if such Feedback relates to Uber’s products or services.

12. Alpha and Beta Products

If Advertiser tests Alpha or Beta Product(s), Advertiser will record and report all Feedback, problems, and issues regarding such product(s) as well as performance of such product(s) including interactions, engagement, and conversions occurring on or off platform (“Pilot Program Results”) to Uber on a timely basis, as mutually agreed between the parties. Pilot Program Results constitute Uber’s Confidential Information.

13. Limitation of Liability

SECTION XI OF THE IAB TERMS SHALL BE DELETED IN ITS ENTIRETY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE, INCURRED BY THE OTHER PARTY ARISING OUT OF THE IO, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UBER’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THE IO WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY ADVERTISER TO UBER UNDER THE IO. THIS LIMITATION OF LIABILITY WILL NOT LIMIT EITHER PARTY’S LIABILITY ARISING FROM ITS INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, WILFUL MISCONDUCT, GROSS NEGLIGENCE, OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS.

14. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, UBER PROVIDES ALL SERVICES AND DELIVERABLES “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND, AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. ADVERTISER USES THE SERVICES AND DELIVERABLES AT ITS OWN RISK. UBER MAKES NO GUARANTEE REGARDING THE SERVICES, DELIVERABLES, OR THE RESULTS FROM USING THEM. WITHOUT LIMITING THE FOREGOING, UBER WILL HAVE NO LIABILITY FOR ANY USER ACTIVITY OR ANY CLICK FRAUD OR OTHER IMPROPER ACTIONS, OR FOR INVALID CLICKS OR OTHER TECHNOLOGICAL ISSUES, EACH OF WHICH MAY AFFECT THE COST OF ADVERTISING OR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PLATFORMS OR TECHNOLOGIES USED IN CONNECTION WITH THE PLACEMENT AND DELIVERY OF ADS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

15. Advertising Policies

Advertiser will comply with Uber’s Global Advertising Content Policy available at https://www.uber.com/legal/en/document/?name=global-advertising-content-policy&country=united-states&lang=en and Uber’s Global Advertising Targeting Policy available at https://www.uber.com/legal/en/document/?name=global-advertising-targeting-policy&country=united-states&lang=en (together, “Uber’s Advertising Policies”). Uber will require all advertising on its platform to comply with Uber’s Advertising Policies. Uber will not ensure competitive separation on the Uber Platform. Uber may, in its sole discretion, with or without notice to Advertiser and whether or not Ads have been previously accepted by Uber: (i) refuse to publish Ads that do not comply with Uber’s Advertising Policies, (ii) remove non-complying Ads, (iii) delay publication of any Ads and/or any campaign(s) as a result of non-compliance, and/or (iv) terminate the IO as a result of suspected intentional non-compliance with Uber’s Advertising Policies, and/or (v) pause the campaign and notify Advertiser of the reasons for such rejection or removal and allow Advertiser to pause the campaign and submit a new Ad. Uber may modify Uber’s Advertising Policies and other policies from time to time and post them online at Uber.com/legal. Any modifications to a policy will be effective on the date such updated policy is posted.

16. Data Protection

The parties agree and acknowledge that no information that may be considered “personal data” or “personal information” under privacy laws will be shared between the parties pursuant to the IO. Should either party wish to share such data with the other, the Advertiser must enter into an appropriate data processing agreement for such activities as required by Uber.

17. Retargeting & Segmenting Prohibited

Advertiser represents and warrants that it will not use any data arising from campaign(s) to: (a) retarget or enable any other party to retarget a user of Uber outside of the Uber Platform; or (b) create audiences, segments, look-a-likes, or attributes for any purpose.

18. Brand Page

This Section 18 will have no effect unless the optional program called “Brand Page” is selected on the IO. Uber will create a brand page (“Brand Page”) on the Uber Platform for the campaign(s).

a. Advertiser: (i) will, from time to time, provide Uber with Advertiser Marks, creative materials, including but not limited to videos and still images for Uber’s use on the Brand Page (collectively, the “Brand Page Materials”), and all necessary rights, licenses, consents and permissions for Uber to use the Brand Page Materials as contemplated herein without Uber’s expense; (ii) grants Uber a limited, revocable, royalty-free, non-exclusive and non-transferable license to convert (if necessary), publish, display, and distribute the Brand Page Materials on the Brand Page (the “Brand Page License”); and (iii) will work with Uber in good faith to review and approve Uber’s use of the Brand Page Materials on the Brand Page in a timely manner and without unreasonable delay. Uber may not alter its use of the Brand Page Materials on the Brand Page without the prior written consent of Advertiser; provided that Uber may remove, resize, or reformat the Brand Page Materials to ensure proper display or operation of the Brand Page. Advertiser may terminate the Brand Page License, for any reason or no reason, by giving Uber ninety (90) days’ prior written notice. Upon termination of the Brand Page License, Uber will promptly remove the Brand Page Materials from the Brand Page; provided that Uber may continue to use the Brand Page as permitted herein.

b. Except for elements containing Brand Page Materials, Uber will design, build, and operate the Brand Page at its sole discretion. Uber will own and retain all right, title, and interest in the Brand Page except for the Brand Page Materials incorporated therein. Advertiser acknowledges that: (i) it will not acquire any license or right to the Brand Page; (ii) Uber may use the Brand Page for any purpose; and (iii) Uber may take down the Brand Page anytime, provided that there are no applicable campaigns in flight.

c. These terms regarding the Brand Page will survive any termination or expiration of the IO.

19. Offers

This Section 19 will have no effect unless Offer(s) are included in the Media Plan. If Advertiser agreed to the Uber Eats Merchant Terms and Conditions available at uber.com/legal, as applicable to the jurisdiction in which the Uber entity is located (“Merchant Terms”) or a master framework with terms substantially similar to the Merchant Terms regarding Advertiser’s participation as a merchant in the Uber Eats Marketplace, Advertiser agrees to all terms pertaining to Offers in the Merchant Terms, which are incorporated herein by reference, but not the remainder of this Section. If Advertiser has not otherwise agreed to the Merchant Terms or a substantially similar framework, Advertiser agrees to the remainder of this Section. Advertiser and/or Uber, if applicable, will fund Offer(s) for certain products available on the Uber Platform as set forth in the Media Plan. Advertiser will determine the mechanics of the Offer(s), including applicable products, duration, discount, maximum redemptions per user, eligibility criteria, and any other material terms and conditions of the Offer(s) subject to technical or operational restrictions of the Uber Platform. Uber will display the Offer(s) on a mutually agreed placement within the Uber Platform; provided that the specific location of such placement within the Uber Platform will be determined by Uber in its sole discretion. Advertiser will be financially responsible for all redemptions of the Offer(s) on the Uber Platform except for the portion funded by Uber as indicated on the IO.

20. Sponsored Listings

This Section 20 will have no effect unless Sponsored Listings are included in the Media Plan. Advertiser agrees to all terms pertaining to Sponsored Listings in the Merchant Terms, which are hereby incorporated herein by reference.