Platform Access Agreement
Updated as of June 1, 2020
This Platform Access Agreement (this “
PAA
”) is by and among you and your
company/business (“
you
”) and Schleuder, LLC, a subsidiary of Uber Technologies, Inc.
(“
Uber
”). This PAA governs your access to our Platform (defined below) which
facilitates your provision of delivery services to parties seeking such services
(“
Requesters
”) in order to send items to certain parties (“
Recipients
”). For the sake of
clarity and depending on the context, references to “
we
,” “
our
” and “
us
” may also refer
to Uber.
Access to our technology platform includes access to our technology application (the
“
Driver App
”) that, amongst other things, connects you with Requesters and Recipients;
as well as websites and all other associated services, including payment and support
services, provided by Uber, its affiliates or third parties (collectively, our “
Platform
”).
Your access to our Platform is also governed by the applicable terms found on our
website, including without limitation, the
Community Guidelines
,
Referral Policies
, other
applicable Uber standards and policies (including, without limitation, Uber’s safety
standards and
accessibility policies
) and, except as provided in Section 11.9 below, any
other agreements you have with us (including those related to how you choose to
interact with our Platform, the services you choose to provide and where you chose to
provide them) (collectively with this PAA, this “
Agreement
”), which are incorporated by
reference into this Agreement. By accepting this Agreement, you confirm that you have
read, understand and accept the provisions of this Agreement and intend to be bound
by this Agreement. This Agreement is effective as of the date and time you accept it.
1. Relationship with Uber
1.1. Contracting Parties.
The relationship between the parties is solely as
independent business enterprises, each of whom operates a separate and distinct
business enterprise that provides a service outside the usual course of business of the
other. This is not an employment agreement and you are not an employee. You confirm
the existence and nature of that contractual relationship each time you access our
Platform. We are not hiring or engaging you to provide any service; you are engaging
us to provide you access to our Platform. Nothing in this Agreement creates, will create,
or is intended to create, any employment, partnership, joint venture, franchise or sales
representative relationship between you and us. You have no authority to make or
accept any offers or representations on our behalf.
1.2. Your Choice to Provide Delivery Services to Requesters and
Recipients.
We do not, and have no right to, direct or control you. Subject to Platform
availability, you decide when, where and whether (a) you want to offer delivery services
facilitated by our Platform and (b) you want to accept, decline, ignore or cancel a
Delivery (defined below) request; provided, in each case, that you agree not to
discriminate against any potential Requester or Recipient in violation of the
Requirements (defined below). Subject to your compliance with this Agreement, you are
not required to accept any minimum number of Delivery requests in order to access our
Platform and it is entirely your choice whether to provide delivery services to
Requesters directly, using our Platform, or using any other method to connect with
Requesters, including, but not limited to other platforms and applications in addition to,
or instead of, ours. You understand, however, that the experiences Requesters and
Recipients have with your Deliveries, as determined by Requester or Recipient input,
may affect your ability to access our Platform or provide Deliveries.
2. Our Platform
2.1. General
. While using our Driver App, you may receive lead generation
and other technology-based services that enable those operating independent business
enterprises like you to provide delivery services to Requesters (“
Deliveries
”), who may
request delivery of items weighing up to fifty (50) pounds per package, box, or parcel.
Subject to the terms and conditions of this Agreement, Uber hereby grants you a
non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the
term of this Agreement, to use our Platform (including the Driver App) solely for the
purpose of providing Deliveries and accessing services associated with providing
Deliveries.
2.2. Compliance.
You are responsible for identifying, understanding, and
complying with (i) all laws (including, but not limited to, the Americans with Disabilities
Act and applicable laws governing your collection, use, disclosure, security, processing
and transfer of data), rules and regulations that apply to your provision of Deliveries
(including whether you are permitted to provide delivery services at all) in the
jurisdiction(s) in which you operate (your “
Region
”) and (ii) this Agreement (collectively,
the “
Requirements
”). Subject to applicable law, you are responsible for identifying and
obtaining any required license (including driver’s license), permit, or registration
required to provide Deliveries.
Notwithstanding anything to the contrary in this
Agreement, for the avoidance of doubt, your ability to access and use our Platform is at
all times subject to your compliance with the Requirements. You agree not to access or
attempt to access our Platform if you are not in compliance with the Requirements
.
2.3. Your Provision of Deliveries.
You represent, warrant and covenant that
(a) you have all the necessary expertise and experience to provide Deliveries in
compliance with the Requirements and standards applicable to the delivery industry, (b)
your access and use of our Platform, and provision of delivery service, in your Region is
permitted by the Requirements (including any age requirements), (c) all such access
and use of our Platform will be in compliance with the Requirements, (d) you will return
any undeliverable item to the pickup location, if required by the Requester, or take other
reasonable actions to safeguard the item until it can be returned to the Requester, and
(e) you will collect the signature and/or verify the identity of the Recipient, if required by
law or the Requester. You are responsible for, and bear all costs of, providing all
equipment, tools and other materials that you deem necessary or advisable and are
solely responsible for any obligations or liabilities arising from the Deliveries you
provide.
2.4. Accessing our Platform.
(a) To provide Deliveries you must create and register an account.
All information you provide to us must be accurate, current and complete and you will
maintain the accuracy and completeness of such information during the term of this
Agreement. Unless otherwise permitted by us in writing, you agree to only possess one
account for providing Deliveries. You are responsible for all activity conducted on your
account. For account security, as well as Requester and Recipient safety purposes, you
agree not to share or allow anyone to use your login credentials or other personal
information used in connection with your account, including but not limited to photos of
yourself, to access our Platform. If you think anyone has obtained improper access to
your account, login credentials or personal information, you are required to notify us and
to change your password immediately so that we may take appropriate steps to secure
your account. You agree that we are not responsible for any losses arising from your
sharing of account credentials with a third party, including without limitation phishing.
You can visit
help.uber.com
for more information about securing your account.
(b) You represent, warrant and covenant that you have all
required authority to accept and be bound by this Agreement. If you are accepting
this Agreement on behalf of your company, entity, or organization, you represent and
warrant that you are an authorized representative of that company, entity, or
organization with the authority to bind such party to this Agreement.
2.5. Background Checks and Licensing, Vehicle Standards
.
(a) During your account creation and registration, we will collect,
and may verify, certain information about you and the vehicle(s) you use to provide
Deliveries (“
your vehicle
”).
(b) You will also be required to pass various background, driving
record and other checks both prior to the first time you access our Platform and from
time to time thereafter during the term of this Agreement; these checks may be
facilitated by third parties. You hereby authorize and instruct us to provide copies of
such checks to insurance companies, relevant regulators and/or other governmental
authorities as needed for safety or other reasons, as described in our
Privacy Notice
.
(c) You agree that your vehicle will be properly registered, licensed
and suitable to provide Deliveries in your Region. You represent that at all times during
the provision of any Deliveries your vehicle will be in your lawful possession with valid
authority to use your vehicle to provide Deliveries in your Region. You agree that your
vehicle will be in safe operating condition, consistent with safety and maintenance
standards for a vehicle of its type in the delivery industry. You agree to monitor for and
repair any parts that are recalled by your vehicle’s manufacturer (as well as anything
else the Requirements applicable to your particular Region may require).
2.6. Accepting Delivery Requests and Delivering
.
(a) Delivery requests may appear in the Driver App and you may
attempt to accept, decline or ignore them. Accepting a Delivery request creates a direct
business relationship between you and your Requester in accordance with the terms of
the delivery service the Requester has requested through our Platform. The
mechanism for accepting or declining Delivery requests may vary depending on your
location and the type of Delivery request you accept. You acknowledge upon
acceptance of a Delivery request, you may incur Uber fees as described in an
applicable fare addendum to this PAA.
(b) You will choose the most effective, efficient, and safe manner to
reach the destinations associated with a Delivery. Any navigational directions offered in
the Driver App are offered for your convenience only; you have no obligation to follow
such navigational directions.
(c) You may receive Requester and Recipient information,
including, but not limited to, approximate pickup and dropoff location, and you agree
that the Requester and Recipient, and other parties designated by the Requester to
track Deliveries, may also be given identifying information about you, including your first
name, photo, location, vehicle information, and certain other information you have
voluntarily provided through the Driver App (collectively, “
User Information
”). Without a
Requester’s or Recipient’s consent, you agree to not contact any Requester or
Recipient or otherwise use any of the Requester’s or Recipient’s User Information
except solely in connection with the applicable Delivery. You agree to treat all User
Information as Confidential Information (defined below) received by you under this
Agreement. You acknowledge that your violation of your confidentiality obligations may
also violate certain laws and could result in civil or criminal penalties.
(d) You agree not to tamper with the items, including, but not limited
to opening the packaging.
(e) You also understand that in some Regions or for certain
Deliveries the name of the Recipient must match the name on the valid
government-issued ID and Recipient's signature may be required (the “
Verification
Requirements
”). You recognize that if you fail to comply with the Verification
Requirements, you may lose access to our Platform to provide Deliveries.
Notwithstanding Section 2.3, if you otherwise determine such Delivery cannot be
delivered to the Recipient in compliance with the Verification Requirements, you agree
to return the items to the Requestor and at the Requestor’s expense.
(f) With respect to certain Deliveries, the Driver App may contain
additional screens to help you comply with applicable laws and regulations. You agree
to follow the in-app steps and agree that completing the steps as indicated may be
required to complete the Delivery.
2.7. Use of Uber Branded Materials.
(a) Except to the extent necessary to comply with applicable law,
you are not required to use, wear or display Uber’s name or logo on your vehicle or
clothing, or to use signaling lights, stickers, decals, or other such materials displaying
Uber’s name or logo (collectively “
Uber Branded Materials
”).
(b) Your authorized display of Uber Branded Materials may signify
to Requesters and Recipients that your delivery services are facilitated by our Platform.
Uber grants you a limited license to use, wear, or display Uber Branded Materials
provided directly to you by Uber (“
Authorized Uber Branded Materials
”) when providing
Deliveries solely for the purpose of identifying yourself and your vehicle to Requesters
and Recipients as someone selling delivery services facilitated by our Platform. You
agree not to (i) use, wear, or display Uber-Branded Materials that are not Authorized
Uber Branded Materials, (ii) purchase, accept, offer to sell, sell or otherwise transfer
Uber Branded Materials that are not Authorized Uber Branded Materials, or (iii) offer to
sell or sell, or otherwise transfer Authorized Uber Branded Materials, without our prior
written permission.
(c) The parties expressly agree that your access to, or use of, Uber
Branded Materials, whether or not authorized, does not indicate an employment or
other similar relationship between you and us. You further agree not to represent
yourself as our employee, representative or agent for any purpose or otherwise
misrepresent your relationship with us.
2.8. Crashes, Criminal Offenses, and Other Compliance Obligations.
For the purpose of assisting us with our compliance and insurance obligations, you
agree to notify us within 24 hours and provide us with all reasonable information
relating to any incident (including any crash involving your vehicle) that occurs during
your provision of a Delivery and you agree to cooperate with any investigation and
attempted resolution of such incident. Additionally, you agree to notify us within 24
hours if you are arrested for, charged with, or convicted of a criminal offense for
Platform eligibility consideration.
2.9. Ratings
. The Requester and Recipient may be asked to comment on
your services, and you may be asked to comment on the Requester and Recipient.
These comments can include ratings and other feedback (collectively, “
Ratings
”), which
we ask all parties to provide in good faith. Ratings are not confidential and you hereby
authorize our use, distribution and display of your Ratings (and Ratings about you) as
provided in our
Privacy Notice
, without attribution or further approval. We have no
obligation to verify Ratings or their accuracy, and may remove them from our Platform
in accordance with the standards in our
Community Guidelines
. You can find out more
about Ratings and how they may affect your ability to access our Platform by visiting
our
website
.
2.10. Location Based Technology Services; Communication
Consents.
(a) Your device geo-location information is required for the proper
functioning of our Platform, and you agree to not take any action to manipulate or falsify
your device geo-location. You further agree that we may obtain your geo-location
information. To facilitate delivery of items, we may share your User Information,
including but not limited to your first and last name, photo, car make and model, license
plate number, and location with third parties, including Requesters, Recipients, other
parties designated by the Requesters to track Deliveries, or others described in our
Privacy Notice
. We may not and will not use this information to attempt to supervise,
direct, or control you or your provision of Deliveries.
(b) You agree that we may contact you by email, telephone or text
message (including by an automatic telephone dialing system) at any of the phone
numbers provided by you, or on your behalf, in connection with your account. You also
understand that you may opt out of receiving text messages from us at any time, either
by replying “STOP” or texting the word “STOP” to 89203 using the mobile device that is
receiving the messages, or by contacting us at
help.uber.com
. Notwithstanding the
foregoing, we may also contact you by any of the above means, including by SMS, in
case of suspected fraud or unlawful activity by your or on your account.
3. Insurance
3.1. Deliveries Using Your Vehicle.
If you provide Deliveries using a
vehicle, the obligations in this Section 3.1 shall apply.
(a) You will maintain automobile liability insurance on your vehicle
that provides protection against bodily injury and property damage to third parties and
injuries to yourself (if required) at coverage levels that satisfy the minimum
requirements to operate a vehicle on public roads wherever you use your vehicle. You
must be listed as an insured or a driver on your automobile liability insurance. You will
provide us with a copy of the insurance policy, policy declarations, proof of insurance
identification card and proof of premium payment for your policy, as well as copies of
the same upon renewal. You will notify us in writing immediately if the policy you have is
cancelled.
(b) You understand that while you are providing Deliveries your
personal automobile insurance policy may not afford liability, comprehensive, collision,
medical payments, personal injury protection, uninsured motorist, underinsured
motorist, or other coverage for you or a third-party. If you have any questions or
concerns about the scope or applicability of your own insurance coverage, it is your
responsibility to resolve them with your insurer.
(c) You will maintain workers’ compensation insurance if it is
required by applicable law. If allowed by applicable law, you can insure yourself
against industrial injuries by maintaining occupational accident insurance in
place of workers’ compensation insurance (and it is at your own risk if you
decide not to).
(d) We may, in our sole discretion, choose to maintain auto
insurance on your behalf related to your Deliveries, but we are not required to provide
you with any specific coverage for loss to you or your vehicle, unless we specifically
describe it in an addendum to this PAA. We can change, reduce or cancel insurance
that is maintained by us, if any, at any time without notice to you or authorization from
you.
3.2. Other Deliveries.
If you tell us that you will use a bicycle or other
non-motor vehicle mode of transport for Deliveries, but then use an automobile or other
motorized device that is considered a motor vehicle, we will not maintain any form of
insurance on your behalf and you will be responsible for reimbursing us for any
amounts that we are found liable for in respect to your use of such automobile or other
motorized device.
3.3.
Insurance for the Goods Being Transported.
You acknowledge and
understand that we will not maintain, nor do we have any obligation to maintain,
insurance coverage or other protection for you and/or the owner of the goods for loss,
theft, or damage caused by third-parties to the goods being transported.
4. Payments
4.1. Instant Pay.
(a)
Eligibility for Instant Pay.
You must have a valid and active
debit card issued in your name to use Instant Pay. Your ability to use Instant Pay is
dependent upon your debit card’s acceptance of fast funds; not all debit cards are
eligible to accept fast funds, and the card’s issuing bank may choose at any time to
disable the acceptance of fast funds or enable restrictions. Certain users may not be
eligible for Instant Pay, including users that access our vehicle solutions programs and
those who are subject to garnishments. Your use of Instant Pay may be subject to
additional restrictions and fees; more information may be found on our
Instant Pay
website.
(b)
Availability of Instant Pay.
We are not able to ensure that all
payments are deposited instantly. The speed at which you receive payments will
depend on your bank and other factors. If your bank rejects a payment, or it fails in our
system, the entire amount available for cashout in your account will be routed to your
regular bank account at vault.uber.com, and you will receive the payment typically 1-3
business days later. Any Instant Pay funds not cashed out by 4AM (Local time) on
Mondays, or the time we identify, which may be subject to change, will be routed to
your regular bank account at vault.uber.com. If you do not have access to Instant Pay,
you will continue to receive payments as described in this addendum via direct deposit,
provided we have your correct banking information. We are not responsible for any fees
from your bank in association with your use of Instant Pay. We reserve the right to
block access to Instant Pay at any time for any reason, including for improper use of
our Platform, account investigation, deactivation, or further review of Deliveries
completed.
(c)
Third-Party Provider.
The Instant Pay functionality is facilitated
by a third-party provider of payments services. By using Instant Pay, you are subject to
any additional terms and conditions for payment imposed by the third-party provider,
which we recommend you review.
4.2.
Payment terms, fare calculations and payment methods are described
in a separate fare addendum, which shall form part of this Agreement.
5. Term and Termination; Effect; Survival
5.1. Term
. This Agreement is effective as of the date and time you accept it
and will continue until terminated by you or us.
5.2. Termination by You
. You may terminate this Agreement (a) without
cause at any time upon seven (7) days’ prior written notice to Uber; and (b)
immediately, without notice for Uber’s violation or alleged violation of a material
provision of this Agreement. You can find out more about how to delete your
account by navigating to
help.uber.com
.
5.3. Deactivation
. You consent to and we may temporarily deactivate your
account without notice to investigate whether you have engaged in, or your account
has been used in, activity that is deceptive, fraudulent, unsafe, illegal, harmful to our
brand, business or reputation, or that violates this Agreement (including the policies
incorporated herein by reference)(any of the foregoing, a “
Material Breach or
Violation
”). You also consent to and we may terminate this Agreement or permanently
deactivate your account without notice if we determine in our discretion that a Material
Breach or Violation has occurred.
5.4. Effect of Termination and Survival
. Upon termination, each party will
remain responsible for
its respective liabilities or obligations that accrued before or as a
result of such termination. Once the Agreement is terminated you will no longer access
our Platform to provide Deliveries.
You agree to use commercially reasonable efforts to
return any Uber Branded Materials, but excluding promotional materials or purchased
items, to an Uber Greenlight Hub or destroy them. Sections 1, 2.7, 2.10(b), 4, 5.5, 6-9,
11 and 12 shall survive any termination or expiration of this Agreement.
6. DISCLAIMERS
6.1.
WE PROVIDE OUR PLATFORM AND ANY ADDITIONAL PRODUCTS
OR SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR
WARRANTY OF ANY KIND, AND YOUR ACCESS TO OUR PLATFORM IS NOT
GUARANTEED TO RESULT IN ANY DELIVERY REQUESTS. WE DO NOT
WARRANT THAT OUR PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE,
CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR- FREE,
OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS WILL BE
CORRECTED, THAT OUR TECHNOLOGY IS FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS.
WE WILL NOT BE LIABLE FOR ANY SERVICE
INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE INTERRUPTIONS,
INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER
INTERRUPTIONS THAT MAY AFFECT YOUR ACCESS TO OUR PLATFORM.
6.2.
WE PROVIDE LEAD GENERATION AND RELATED SERVICES
ONLY, AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES
AS TO THE ACTIONS OR INACTIONS OF THE REQUESTERS RECIPIENTS WHO
MAY REQUEST OR ACTUALLY RECEIVE DELIVERIES FROM YOU. WE DO NOT
SCREEN OR EVALUATE THESE REQUESTERS. SOME JURISDICTIONS
PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY,
AVAILABILITY, SAFETY, SECURITY, AND NON-INFRINGEMENT. WE EXCLUDE
ALL WARRANTIES TO THE EXTENT THOSE REGULATIONS ALLOW.
6.3.
IF A DISPUTE ARISES BETWEEN YOU AND YOUR REQUESTERS
OR ANY OTHER THIRD-PARTY, YOU RELEASE US FROM LOSSES OF EVERY
KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND
UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH SUCH DISPUTES.
6.4.
WE MAY USE ALGORITHMS IN AN ATTEMPT TO FACILITATE RIDES
AND IMPROVE THE: EXPERIENCE OF USERS AND THE SECURITY AND SAFETY
OF OUR PLATFORM; ANY SUCH USE DOES NOT CONSTITUTE A GUARANTEE
OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.
7. Information
We may collect and disclose information from or about you when
you create an account, interact with our Platform or provide Rides and as otherwise
described in our
Privacy Notice
. Notwithstanding anything herein to the contrary (a) the
collection, use, and disclosure of such information will be made in accordance with our
Privacy Notice
and (b) if you elect to provide or make available suggestions, comments,
ideas, improvements, or other feedback or materials to us in connection with, or related
to, us or our Platform, we will be free to use, disclose, reproduce, modify, license,
transfer and otherwise distribute, and exploit any of the foregoing information or
materials in any manner.
8. Confidentiality
8.1. Confidential Information
. Each party acknowledges and agrees that
in the performance of this Agreement it may have access to or may be exposed to,
directly or indirectly, confidential information of the other party or third parties
(“
Confidential Information
”). Confidential Information includes User Information and
the volume of delivery services, marketing and business plans, business, financial,
technical, operational and such other, non-public information of each party (whether
disclosed in writing or verbally) that such party designates as being proprietary or
confidential or of which the other party should reasonably know that it should be
treated as confidential. Confidential Information does not include any information
that: (a) was in the receiving party’s lawful possession prior to the disclosure, as
clearly and convincingly corroborated by written records, and had not been obtained
by the receiving party either directly or indirectly from the disclosing party; (b) is
lawfully disclosed to the receiving party by a third party without actual, implied or
intended restriction on disclosure through the chain of possession, or (c) is
independently developed by the receiving party without the use of or access to the
Confidential Information, as clearly and convincingly corroborated by written records.
8.2. Obligations
. Each party acknowledges and agrees that: (a) all
Confidential Information shall remain the exclusive property of the disclosing party; (b) it
shall not use Confidential Information of the other party for any purpose except in
furtherance of this Agreement; (c) it shall not disclose Confidential Information of the
other party to any third-party, except to its employees, officers, contractors, agents and
service providers ("
Permitted Persons
") as necessary to perform their obligations under
this Agreement, provided Permitted Persons are bound in writing to obligations of
confidentiality and non-use of Confidential Information no less protective than the terms
hereof; and (d) it shall return or destroy all Confidential Information of the disclosing
party, upon the termination of this Agreement or at the request of the other party;
subject to applicable law and our internal record-keeping requirements.
8.3. Remedies.
The unauthorized use or disclosure of any Confidential
Information would cause irreparable harm and significant damages, the degree of
which may be difficult to ascertain. Accordingly, the parties have the right to obtain
immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential
Information disclosed by the other party, in addition to any other rights or remedies
described in Section 12, applicable law or otherwise.
9. Intellectual Property
We reserve all rights not expressly granted in this
Agreement. The Driver App, our Platform, and all data gathered through our Platform,
including all intellectual property rights therein (the “
Platform IP
”), are and remain our
property and/or that of our licensors, as applicable. Neither this Agreement nor your use
of Uber’s or our licensors’ company names, logos, products or service names,
trademarks, service marks, trade dress, other indicia of ownership, or copyrights (“
Uber
Names, Marks, or Works
”) or the Platform IP conveys or grants to you any rights in or
related to the Platform IP, or related intellectual property rights, including Uber’s
Names, Marks, or Works, except for the limited license granted above. You shall not,
and shall not allow any other party to: (a) license, sublicense, copy, modify, distribute,
create, sell, resell, transfer, or lease any part of the Platform IP or Authorized
Uber-Branded Materials; (b) reverse engineer or attempt to extract the source code of
our software, except as allowed under law; (c) use, display, or manipulate any of Uber
Names, Marks, or Works for any purpose other than to provide Deliveries; (d) create or
register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application
names or titles, or (v) social media handles or profiles that include Uber Names, Marks,
or Works or any confusingly or substantially similar mark, name, title, or work; (e) use
Uber Names, Marks, or Works as your social media profile picture or wallpaper; (f)
purchase keywords (including, but not limited to Google AdWords) that contain any
Uber Names, Marks, or Works; (g) apply to register, reference, use, copy, and/or claim
ownership in Uber’s Names, Marks, or Works, or in any confusingly or substantially
similar name, mark, title, or work, in any manner for any purposes, alone or in
combination with other letters, punctuation, words, symbols, designs, and/or any
creative works, except as may be permitted in the limited license granted above; (h)
cause or launch any programs or scripts for the purpose of scraping, indexing,
surveying, or otherwise data mining any part of our Platform or data; or (i) aggregate
our data with competitors’.
10. Third-Party Services
From time to time we may permit third parties to offer
their services to users of our Platform. Third-party services may be subject to additional
terms (including pricing) that apply between you and the party(ies) providing such
services. If you choose to access the third-party services you understand that the
providers of the third-party services are solely responsible for liabilities arising in
connection with the access and use of such third-party services. While we may allow
users to access such services through our Platform and we may collect information
about our users’ use of such services, we may not investigate, monitor or check such
third-party services for accuracy or completeness.
11. Miscellaneous
11.1. Modification.
You will only be bound by modifications or supplements to
this PAA on your acceptance, but if you do not agree to them, you may not be allowed
to access our Platform. Such modifications or supplements may be provided to you only
via electronic means. From time to time we may modify information hyperlinked in this
PAA (or the addresses where such information may be found) and such modifications
shall be effective when posted.
11.2. Severability.
Invalidity of any provision of this Agreement does not affect
the rest of this Agreement. The parties shall replace the invalid or non-binding provision
with provision(s) that are valid and binding and that have, to the greatest extent
possible, a similar effect as the invalid or non-binding provision, given the contents and
purpose of this Agreement.
11.3. Assignment.
We may freely assign or transfer this Agreement or any of
our rights or obligations in them, in whole or in part, without your prior consent. You
agree not to assign this Agreement, in whole or in part, without our prior written
consent, and any attempted assignment without such consent is void.
11.4. Conflicts.
Except with respect to the Arbitration Provision, if there is a
conflict between this PAA and any supplemental terms between you and us, those
supplemental terms will prevail with respect to the specific conflict if explicitly
provided therein, and is in addition to, and a part of, this Agreement.
11.5. Interpretation.
In this Agreement, “
including
” and “
include
” mean
“
including, but not limited to
.”
11.6. Notice.
Except as explicitly stated otherwise, any notices to us shall be
given by certified mail, postage prepaid and return receipt requested to Uber
Technologies Inc., 1455 Market Street, Fourth Floor San Francisco, CA 94103, Attn:
Legal Department. All notices to you may be provided electronically including through
our Platform or by other means.
11.7. Governing Law.
Except as specifically provided in this PAA, this PAA
is governed by the applicable law of the state where you reside (or where your entity is
domiciled) when you accepted this PAA (the “
Governing Law
”). The Governing Law
shall apply without reference to the choice-of-law principles that would result in the
application of the laws of a different jurisdiction.
11.8. Entire Agreement.
Except as specifically set forth in Section 11.4 or
the Arbitration Provision, this Agreement, constitutes the entire agreement and
understanding with respect to the subject matter expressly contemplated herein and
therein, and supersedes all prior or contemporaneous agreements or undertakings on
this subject matter.
11.9. No Incorporation.
Notwithstanding anything herein to the contrary, no
agreement, term or other provision relating to your indemnification obligations to us
will be considered incorporated by reference, or otherwise a part of, this Agreement.
11.10. Existing Documents.
Defined terms in documents accepted in
connection with your acceptance of this Agreement that reference a Technology
Services Agreement shall be deemed amended to reference analogous terms defined
in this Agreement, including by replacing the term “Technology Services Agreement”
with “Platform Access Agreement”.
11.11. Questions.
If you have questions about our Platform, you may contact
us by logging on to
drivers.uber.com
and navigating to the “Contact Us” section.
12. Arbitration Provision IMPORTANT: PLEASE REVIEW THIS ARBITRATION
PROVISION CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES
WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING
ARBITRATION, EXCEPT AS PROVIDED BELOW. YOU MAY CHOOSE TO OPT OUT
OF THIS ARBITRATION PROVISION BY FOLLOWING THE BELOW
INSTRUCTIONS. THERE ARE AND/OR MAY BE LAWSUITS ALLEGING CLASS,
COLLECTIVE OR REPRESENTATIVE CLAIMS ON YOUR BEHALF AGAINST US. IF
YOU DO NOT OPT OUT OF THIS ARBITRATION PROVISION AND THEREFORE
AGREE TO ARBITRATION WITH US, YOU ARE AGREEING IN ADVANCE, EXCEPT
AS OTHERWISE PROVIDED BELOW, THAT YOU WILL NOT PARTICIPATE IN AND,
THEREFORE, WILL NOT SEEK OR BE ELIGIBLE TO RECOVER MONETARY OR
OTHER RELIEF IN CONNECTION WITH, ANY SUCH CLASS, COLLECTIVE OR
REPRESENTATIVE LAWSUIT. THIS ARBITRATION PROVISION, HOWEVER, WILL
ALLOW YOU TO BRING INDIVIDUAL CLAIMS IN ARBITRATION ON YOUR OWN
BEHALF.
12.1. How This Arbitration Provision Applies.
(a) This Arbitration Provision is a contract governed by the Federal
Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce,
and you agree that this is not a contract of employment involving any class of workers
engaged in foreign or interstate commerce within the meaning of Section 1 of the
Federal Arbitration Act. If notwithstanding the foregoing, the Federal Arbitration Act
does not apply to this Arbitration Provision, the law pertaining to arbitration agreements
of the state where you reside when you entered into this Agreement shall apply. Except
as it otherwise provides, this Arbitration Provision applies to any legal dispute, past,
present or future, arising out of or related to your relationship with us or relationship with
any of our agents, employees, executives, officers, investors, shareholders, affiliates,
successors, assigns, subsidiaries or parent companies (each of which may enforce this
Arbitration Provision as third party beneficiaries), and termination of that relationship,
and survives after the relationship terminates.
(b) This Arbitration Provision applies to all claims whether brought
by you or us, except as provided below. This Arbitration Provision requires all such
claims to be resolved only by an arbitrator through final and binding individual
arbitration and not by way of court or jury trial. Except as provided below regarding the
Class Action Waiver and Representative Action Waiver, such disputes include without
limitation disputes arising out of or relating to interpretation or application of this
Arbitration Provision, including the formation, scope, enforceability, waiver, applicability,
revocability or validity of this Arbitration Provision or any portion of this Arbitration
Provision.
(c) Except as it otherwise provides, this Arbitration Provision also
applies, without limitation, to disputes between you and us, or between you and any
other entity or individual, arising out of or related to your application for and use of an
account to use our Platform and Driver App as a driver, background checks, your
privacy, your contractual relationship with us or the termination of that relationship
(including post-relationship defamation or retaliation claims), the nature of your
relationship with us (including, but not limited to, any claim that you are our employee),
trade secrets, workplace safety and health, unfair competition, compensation, minimum
wage, expense reimbursement, overtime, breaks and rest periods, retaliation,
discrimination, or harassment and claims arising under the Telephone Consumer
Protection Act, Fair Credit Reporting Act, Title VII of the Civil Rights Act of 1964, 42
U.S.C. § 1981, 8 U.S.C. § 1324b (unfair immigration related practices), Americans With
Disabilities Act, Age Discrimination in Employment Act, Fair Labor Standards Act,
Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection
Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget
Reconciliation Act of 1985, federal, state or local statutes or regulations addressing the
same or similar subject matters, and all other federal, state, or local statutory, common
law and legal claims (including without limitation, torts) arising out of or relating to your
relationship with us or the termination of that relationship.
12.2. Limitations On How This Arbitration Provision Applies.
(a) Nothing in this Arbitration Provision prevents you from making
a report to or filing a claim or charge with a government agency, including without
limitation the Equal Employment Opportunity Commission, U.S. Department of Labor,
U.S. Securities and Exchange Commission, National Labor Relations Board, or Office
of Federal Contract Compliance Programs. This Arbitration Provision also does not
prevent federal administrative agencies from adjudicating claims and awarding
remedies based on those claims, even if the claims would otherwise be covered by this
Arbitration Provision.
(b) Where you allege claims of sexual assault or sexual
harassment, you may elect to bring those claims in a court of competent jurisdiction
instead of arbitration. We agree to honor your election of forum with respect to your
individual sexual harassment or sexual assault claim but in so doing does not waive the
enforceability of this Arbitration Provision as to any other provision (including but not
limited to Section 12.4—Class Action Waiver, which will continue to apply in court and
arbitration), controversy, claim or dispute.
(c) To the extent an Act of Congress or applicable federal law not
preempted by the Federal Arbitration Act provides that a particular claim or dispute may
not be subject to pre-dispute arbitration, such claim or dispute is excluded from the
coverage of this Arbitration Provision. Likewise, if the Federal Arbitration Act does not
apply to a claim or dispute, any claims or disputes that may not be subject to
pre-dispute arbitration under applicable state arbitration law will be excluded from the
coverage of this Arbitration Provision.
(d)
Impact on Pending Litigation
: This Arbitration Provision shall
not affect your standing with respect to any litigation against us brought by you or on
your behalf that is pending in a state or federal court or arbitration as of the date of
your receipt of this Arbitration Provision (“
pending litigation
”). Therefore:
●
If you are or previously were a driver authorized to use our
Platform and Driver App, and at the time of your receipt of this
Agreement you were not bound by an existing arbitration
agreement with us, you shall remain eligible to participate in any
pending litigation to which you were a party or putative class,
collective or representative action member regardless of whether
you opt out of this Arbitration Provision.
●
If, at the time of your receipt of this Agreement, you were bound
by an existing arbitration agreement with us, that arbitration
agreement will continue to apply to any pending litigation, even if
you opt out of this Arbitration Provision.
●
If, at the time of your receipt of this Agreement, you were not
previously a driver authorized to use our Platform and Driver App,
then this Arbitration Provision will apply to covered claims and any
pending litigation unless you opt out of this Arbitration Provision as
provided below.
12.3. Governing Rules, Starting The Arbitration, And Selecting The
Arbitrator.
(a) The JAMS Comprehensive Arbitration Rules & Procedures
(“
JAMS Rules
”) will apply to arbitration under this Arbitration Provision; however, if
there is a conflict between the JAMS Rules and this Arbitration Provision, this
Arbitration Provision shall govern. The JAMS Rules are available by, for example,
searching Google.com, to locate “JAMS Comprehensive Arbitration Rules” or by
clicking here:
https://www.jamsadr.com/rules-comprehensive-arbitration/
.
(b) Prior to commencing arbitration with JAMS, the party bringing
the claim in arbitration must first demand arbitration in writing within the applicable
statute of limitations period. The demand for arbitration shall include identification of the
parties, a statement of the legal and factual basis of the claim(s), and a specification of
the remedy sought and the amount in controversy. Any demand for arbitration made to
us shall be served upon Uber’s registered agent for service of process (CT Corporation,
818 West Seventh Street, Suite 930, Los Angeles, California 90017). Any demand for
arbitration made to you shall be sent via electronic email to the email address
associated with your driver account.
(c) Before the arbitration demand is submitted to JAMS, the party
bringing the claim shall first attempt to informally negotiate with the other party, in good
faith, a resolution of the dispute, claim or controversy between the parties for a period of
not less than 30 days but no more than 45 days (“
negotiation period
”) unless extended
by mutual agreement of the parties. During the negotiation period, any otherwise
applicable statute of limitations shall be tolled. If the parties cannot reach an agreement
to resolve the dispute, claim or controversy within the negotiation period, the party
bringing the claim shall submit the arbitration demand to JAMS.
(d) To commence arbitration, the party bringing the claim must:
(1) submit the arbitration demand to JAMS, and (2) pay its, his or her portion of any
initial arbitration filing fee (see Section 12.6, below).
(e) During the negotiation period, the party bringing the claim
shall also make a good faith effort to meet and confer with the other party regarding
the selection of an Arbitrator. If the parties reach agreement on an Arbitrator not
affiliated with JAMS or to use procedures either not specified in the JAMS Rules or in
lieu of the JAMS Rules, any such agreement shall be memorialized in writing before
arbitration is commenced.
(f) Delivering a written arbitration demand to the other party will not
relieve the party bringing the claim of the obligation to commence arbitration as
described above. It shall always be the obligation of the party bringing the claim to
commence arbitration.
(g) If, for any reason, the parties cannot agree to an Arbitrator or
JAMS will not administer the arbitration, either party may apply to a court of
competent jurisdiction with authority over the location where the arbitration will be
conducted for appointment of a neutral Arbitrator. The location of the arbitration shall
be no more than 45 miles from and in the same state where you last used our
Platform and Driver App as a driver, unless each party to the arbitration agrees in
writing otherwise.
(h) All claims in arbitration are subject to the same statutes of
limitation that would apply in court. The Arbitrator shall resolve all disputes
regarding the timeliness or propriety of the demand for arbitration.
12.4. Class Action Waiver. This Arbitration Provision affects your ability
to participate in class or collective actions.
Both Uber and you agree to bring any
dispute in arbitration on an individual basis only, and not on a class or collective basis
on behalf of others. There will be no right or authority for any dispute to be brought,
heard or arbitrated as a class or collective action, or for you to participate as a member
in any such class or collective proceeding (“
Class Action Waiver
”). Notwithstanding any
other provision of this Arbitration Provision or the JAMS Rules, disputes in court or
arbitration regarding the validity, enforceability, conscionability or breach of the Class
Action Waiver, or whether the Class Action Waiver is void or voidable, may be resolved
only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as
a class or collective action and (2) there is a final judicial determination that all or part of
the Class Action Waiver is unenforceable, the class or collective action to that extent
must be litigated in a civil court of competent jurisdiction, but the portion of the Class
Action Waiver that is enforceable shall be enforced in arbitration.
12.5. Representative Action Waiver.
(a)
This Arbitration Provision affects your ability to participate
in representative actions.
To the maximum extent provided by law, both Uber and you
agree to bring any dispute in arbitration on an individual basis only, and not on a
representative basis—including but not limited to as a private attorney general
representative under the California Labor Code—on behalf of others. There will be no
right or authority for any dispute to be brought, heard or arbitrated as a representative
action, or for you to participate as a member in any such representative proceeding
(“
Representative Action Waiver
”). Notwithstanding any other provision of this Arbitration
Provision or the JAMS Rules, disputes in court or arbitration regarding the validity,
enforceability, conscionability or breach of the Representative Action Waiver, or
whether the Representative Action Waiver is void or voidable, may be resolved only by
the court and not by an arbitrator. If any portion of this Representative Action Waiver is
found to be unenforceable or unlawful for any reason (1) any representative claims
subject to the unenforceable or unlawful portion(s) shall proceed in a civil court of
competent jurisdiction; (2) the portion of the Representative Action Waiver that is
enforceable shall be enforced in arbitration; (3) the unenforceable or unlawful provision
shall be severed from this Agreement; and (4) severance of the unenforceable or
unlawful provision shall have no impact whatsoever on the Arbitration Provision or the
arbitrability of any remaining claims asserted by you or us.
(b) Disputes regarding the nature of your relationship with us
(including, but not limited to, any claim that you are an employee of us), as well as any
claim you bring on your own behalf as an aggrieved worker for recovery of underpaid
wages or other individualized relief (as opposed to a representative claim for civil
penalties) are arbitrable and must be brought in arbitration on an individual basis only
as required by this Arbitration Provision. You agree that any representative claim that is
permitted to proceed in a civil court of competent jurisdiction must be stayed pending
the arbitration of your dispute regarding the nature of your relationship with us and any
claim you bring on your own behalf for individualized relief.
12.6. Paying For The Arbitration.
(a) Except in the case of offers of judgment (such as under
Federal Rule of Civil Procedure 68 or any applicable state equivalents), each party
will pay the fees for its, his or her own attorneys and any costs that are not unique to
arbitration, subject to any remedies to which that party may later be entitled under
applicable law.
(b) Each party shall follow the JAMS Rules applicable to initial
arbitration filing fees, except that your portion of any initial arbitration filing fee shall
not exceed the amount you would be required to pay to initiate a lawsuit in federal
court in the jurisdiction where the arbitration will be conducted. After (and only after)
you have paid your portion of any initial arbitration filing fee, we will make up the
difference, if any, between the fee you have paid and the amount required by the
JAMS Rules.
(c) In all cases where required by law, we will pay the
Arbitrator's fees, as well as all fees and costs unique to arbitration. Otherwise, such
fee(s) will be apportioned between the parties in accordance with said applicable
law, and any disputes in that regard will be resolved by the Arbitrator. You agree to
not oppose any negotiations between JAMS and Uber relating only to our fees.
12.7. The Arbitration Hearing And Award.
Within 30 days of the close
of the arbitration hearing, any party will have the right to prepare, serve on the other
party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy
to which that party is entitled under applicable law, but such remedies shall be limited to
those that would be available to a party in his or her individual capacity in a court of law
for the claims presented to and decided by the Arbitrator. The Arbitrator shall apply
applicable controlling law and will issue a decision or award in writing, stating the
essential findings of fact and conclusions of law. A court of competent jurisdiction shall
have the authority to enter a judgment upon the award made pursuant to the arbitration.
12.8. Your Right To Opt Out Of This Arbitration Provision.
(a) Agreeing to this Arbitration Provision is not a mandatory
condition of your contractual relationship with us. If you do not want to be subject to
this Arbitration Provision, you may opt out of this Arbitration Provision (subject to the
pending litigation provision in Section 12.2, and the limitations set forth in this Section
12.8). To do so, within 30 days of the date that this Agreement is electronically
accepted by you, you must send an electronic email from the email address
associated with your driver account to
optout-schleuder@uber.com
, stating your intent
to opt out of this Arbitration Provision, as well as your name, the phone number
associated with your driver account, and the city in which you reside.
(b) An email sent by your agent or representative (including your
counsel) shall not be effective. Your email may opt out yourself only, and any email
that purports to opt out anyone other than yourself shall be void as to any others.
Should you not opt out of this Arbitration Provision within the 30-day period, you and
Uber shall be bound by the terms of this Arbitration Provision. You will not be subject
to retaliation if you exercise your right to opt out of this Arbitration Provision.
(c) If you opt out of this Arbitration Provision and at the time of
your receipt of this Agreement you were bound by an existing agreement to
arbitrate disputes arising out of or related to your use of our Platform and Driver
App, that existing arbitration agreement will remain in full force and effect.
(d) Neither your acceptance of this Agreement nor your decision to
opt out of this Arbitration Provision will affect any obligation you have to arbitrate
disputes not specified in this Arbitration Provision pursuant to any other agreement you
have with us or any of our subsidiaries or affiliate entities. Likewise, your acceptance of
or decision to opt out of any other arbitration agreement you have with us or any of our
subsidiaries or affiliate entities shall not affect any obligation you have to arbitrate
claims pursuant to this Arbitration Provision.
12.9 Enforcement of This Arbitration Provision.
You have the
right to consult with counsel of your choice concerning this Arbitration Provision and to
be represented by counsel at any stage during the arbitration process. Except as
provided in Sections 12.2 and 12.8 of this Arbitration Provision, this Arbitration
Provision replaces prior agreements regarding the arbitration of disputes and is the full
and complete agreement relating to the formal resolution of disputes covered by this
Arbitration Provision. In the event any portion of this Arbitration Provision is deemed
unenforceable, the remainder of this Arbitration Provision will be enforceable. This
Arbitration Provision will survive the termination of your relationship with us, and it will
continue to apply if your relationship with us is ended but later renewed.
By clicking “Yes, I agree,” I expressly acknowledge that I have read, understood,
and considered the consequences of this Agreement, that I agree to be bound by
the terms of this Agreement, and that I am legally competent to enter into this
Agreement with Uber.
