UBER B.V.
SERVICES
AGREEMENT
Last update: October 20,
2015
This Services Agreement (“
Agreement
”)
constitutes
a legal agreement between an independent
company in the business of providing Transportation Services (as defined below) (“
Customer
”) and Uber
B.V.,
a private limited liability company established in The
Netherlands, having
its offices at Vijzelstraat
68, 101
HL, Amsterdam, The
Netherlands, registered at the
Amsterdam Chamber of Commerce
under
number 56317441 (“
Uber
”).
Uber provides the Uber Services (as defined below)
for
the purpose of
providing lead generation to
Transportation Services providers. The Uber Services enable an authorized transportation provider
to
provide Transportation Services to an authorized user of Uber’s mobile application.
Customer is authorized to provide Transportation Services in the state(s)
and jurisdiction(s)
in which it
operates,
and it desires to enter
into this Agreement
for
the purpose of
accessing and using the Uber
Services to enhance its transportation business.
Customer acknowledges and agrees that Uber is a technology services provider that does not provide
Transportation Services,
function as a transportation carrier or agent for the transportation of
passengers.
In order to use the Uber Services,
Customer must agree to the terms and conditions that are set forth
below. Upon Customer’s execution (electronic or
otherwise)
of this Agreement, Customer and Uber
shall be bound by the terms
and conditions
set forth herein.
1.
Definitions
1.1.
“
Affiliate
means an
entity that, directly or indirectly, controls, is under the control of,
or is
under common
control with
a party,
where control means having more than
fifty percent (50%)
of the voting stock or other ownership
interest, the majority of
the voting rights of such
entity,
the ability of such entity to ensure
that the
activities and business of that Affiliate
are
conducted
in accordance with the wishes of that entity or the right to receive the majority of the income of
that
Affiliate on any distribution by it of all
of its income or the majority of its assets on a
winding up.
1.2.
“
City Addendum
means an addendum or supplemental information
to this Agreement
setting
forth additional Territory-‐specific terms,
as made available and as updated
by Uber from time to
time.
1.3.
“
Device
means an Uber Device or Driver-‐Provided Device, as the
case
may be.
1.4.
“
Driver
means a principal, employee or contractor of Customer:
(a)
who meets the then
current requirements
of Uber or any of its Affiliates in the Territory to be an active driver using
the Uber Services; (b)
whom Uber, or any of its Affiliates in the Territory,
authorizes to access
the Uber
Services to provide Transportation Services o
behalf of Customer;
and (c) who has
entered into the
Driver Addendum.
1.5.
“
Driver Addendum
means the terms and conditions that
Customer
is required to enter into
with
Driver prior to such Driver providing Transportation Services o
behalf of Customer (as
may be updated by Uber from
time to time).
1.6.
“
Driver App
means Uber’s mobile application that enables transportation providers to access
the Uber Services for
the purpose of
providing Transportation
Services to
Users, as may be
updated
or modified
by Uber at its discretion
from time to
time.
1.7.
“
Driver ID
means the identification and password key assigned by Uber to
a Driver that
enables
Driver to use and access the Driver App.
1.8.
“
Driver-‐Provided Device
means a mobile device owned or controlled
by Customer or a Driver:
(a)
that
meets the then-‐current Uber specifications
for mobile devices as set forth at
www.uber.com/byod-‐devices
and (b)
on which the Driver App has been
installed
as authorized
by Uber solely for
the purpose of
providing Transportation Services.
1.9.
“
Fare
” has the meaning set forth
in
Section
4.1.
1.10.
“
Service
Fee
has the meaning set forth in Section 4.4.
1.11.
“
Taxi Services
has the meaning
set forth in Section 3.1.
1.12.
“
Territory
means the city
or metro areas outside of the United States and Mainland China
in
which Customer and its Drivers are
enabled by the Driver
App to provide Transportation
Services.
1.13.
“
Tolls
means any
applicable road, bridge, ferry, tunnel and airport charges and fees,
including
inner-‐city
congestion, environmental or similar charges as reasonably determined by the
Uber
Services based on available
information.
1.14.
“
Transportation
Services
means the provision of passenger transportation services to Users via
the Uber Services in the Territory by Customer and its Drivers using the Vehicles.
1.15.
“
Uber Data
means all data
related to the access and use of
the Uber Services hereunder,
including all data
related to Users (including User Information), all data
related to the
provision
of Transportation Services via the Uber Services and the
Driver App,
and the Driver ID.
1.16.
“
Uber Device
means a mobile device owned or controlled by Uber that is provided
to
Customer
or
Driver for the
purpose
of such Driver using the Driver App to provide Transportation
Services.
1.17.
“
Uber Services
mean Uber’s
electronic services rendered via a digital technology platform,
being
on-‐
demand
intermediary
and related services
that
enable transportation providers to
provide Transportation Services to Users
seeking Transportation Services;
such Uber Services
include access to the
Driver App and Uber’s related software, websites, payment services as
described
in
Section
4 below,
and related support
services systems,
as may be updated or
modified by Uber at its discretion from
time to time.
1.18.
“
User
means an end user authorized by Uber to use
Uber’s mobile application for the purpose
of obtaining Transportation Services offered
by Uber’s transportation provider
customers.
1.19.
“
User Information
means information
about
User made available to Customer or a Driver in
connection with such User’s
request for and use
of Transportation Services,
which may include
the User’s name, pick-‐up
location,
contact information and photo.
1.20.
“
Vehicle
means any vehicle of Customer that:
(a)
meets the then-‐current requirements of Uber
or any of its Affiliates in the Territory for
vehicle
on the
Uber Services;
and (b) Uber authorizes
for
use by a Driver
for the purpose of providing Transportation Services o
behalf of Customer.
2.
Use of the Uber Services
2.1.
Driver IDs
Uber will issue Customer a Driver ID for each Driver providing Transportation
Services to enable Customer and
each
Driver to
access and
use the Driver App o
a Device in
accordance
with the
Driver Addendum and this Agreement. Customer agrees that it will, and
that
it
will ensure that
its Drivers will, maintain Driver
IDs in confidence and not
share Driver
IDs
with any third party other than the Driver associated with such Driver ID for
the purpose of
providing Transportation Services.
Customer will immediately notify Uber of any actual or
suspected breach or improper use or disclosure of a Driver ID or
the Driver App.
2.2.
Provision of Transportation
Services
. When the Driver App is active, User requests for
Transportation Services may appear to a Driver via the Driver App if the Driver is available and in
the vicinity of
the User. If
a Driver accepts (either
directly or
through an Uber
Affiliate in the
Territory acting as agent for the
Customer/Driver)
User’s request for Transportation Services,
the Uber Services will provide certain User Information
to
such
Driver via the Driver App,
including the User’s
first name and pickup location. Driver will obtain the destination from the
User, either in person upo
pickup
or from the Driver App if the User elects to enter such
destination via Uber’s mobile application.
Customer acknowledges and agrees that once a Driver
has accepted
(either
directly or
through an Uber
Affiliate in the Territory acting as agent for the
Customer/Driver)
User’s request for Transportation Services,
Uber’s mobile application may
provide certain
information
about the Driver to
the User, including the Driver’s first
name,
contact information, Customer entity name, photo and location, and the Driver’s Vehicle’s make
and license plate number. Customer shall not, and
shall ensure that all Drivers d
not, contact
any Users or use any User's personal data for
any reason other than for
the purposes of
fulfilling
Transportation Services. As between
Uber and
Customer, Customer acknowledges and agrees
that:
(a) Customer and
its Drivers are solely responsible for determining the most effective,
efficient and safe
manner to perform each instance
of Transportation Services;
and (b) except
for
the Uber
Services or
any Uber
Devices (if
applicable), Customer
shall provide all necessary
equipment, tools and other materials, at Customer’s
own expense, necessary to
perform
Transportation Services.
2.3.
Customer’s Relationship with Users
Customer acknowledges and agrees that Customer’s
provision
of Transportation Services to Users creates a legal
and direct business relationship
between
Customer and
the User, to which neither Uber nor any of its Affiliates in the Territory is
party.
Neither Uber nor any of its Affiliates in the Territory is responsible or liable for the
actions or inactions of
User in relation to the
activities of Customer, a Driver
or
any Vehicle.
Customer shall have the sole responsibility for any obligations
or liabilities
to Users
or third
parties that arise from its provision
of Transportation Services. Customer acknowledges and
agrees that it and each Driver are
solely responsible for taking such precautions
as
may be
reasonable and proper
(including maintaining adequate insurance that
meets the requirements
of all applicable
laws)
regarding any acts or
omissions of
a User or third
party. Customer
acknowledges and agrees that Uber may release
the
contact and/or insurance information
of
Customer and/or
Driver to a User
upon such User’s reasonable request. Customer
acknowledges and agrees that, unless specifically consented
to
by a User, neither Customer nor
Driver may transport or allow inside any Vehicle individuals other than a User and any
individuals authorized by such User during the performance of Transportation Services for
such
User. Customer acknowledges and
agrees, and
shall ensure that its Drivers agree, that
all Users
should be transported directly to their specified destination, as
directed by the applicable User,
without unauthorized interruption or unauthorized stops.
2.4.
Customer’s Relationship with Uber
Customer acknowledges and agrees that Uber’s provision
to Customer
of the Driver Ap
and
the Uber Services creates
a legal
and direct business
relationship between Uber
and Customer. Uber and its Affiliates in the Territory d
not, and
shall not be deemed to, direct or control Customer or its
Drivers generally
or in their
performance under this Agreement specifically,
including in connection with the operation of
Customer’s
business, the provision of Transportation Services, the acts or omissions of Drivers,
or the operation
and
maintenance of any Vehicles. Whilst authorized to provide Transportation
Services under this Agreement, Customer and
its Drivers retain
the sole right to
determine when
and for how long each of them will utilize
the
Driver App or the Uber Services.
Customer and its
Drivers retain the option,
via the Driver App, to decline or ignore
User’s request
for
Transportation Services via
the
Uber Services,
or to cancel an accepted request (whether
such
request
was accepted directly or
via an Uber Affiliate in the Territory acting as agent) for
Transportation Services via the Driver App, subject to Uber’s then-‐current cancellation policies.
Customer will not, and
will ensure that its Drivers do not:
(a) display Uber’s or any of its
Affiliates’ names,
logos or colors o
any Vehicle(s); or (b) wear a uniform or any other clothing
displaying Uber’s or any of its Affiliates’ names,
logos or colors. The foregoing does not apply if
Customer and
Uber have agreed
otherwise or if so
required
by law. Customer acknowledges and
agrees that it has complete discretion to operate its independent business and direct its Drivers
at its own discretion, including the
ability to provide services
at any time
to any third party
separate and apart from Transportation Services.
For the
sake
of clarity, Customer understands
that
Customer
retains the complete right
to provide Transportation Services to its existing
customers
and to use other software application services in addition to the
Uber Services. Uber
retains the right to,
at any time in Uber's sole discretion, deactivate or otherwise restrict
Customer or any Driver from accessing or using the Driver App or the Uber Services in the event
of a violation
of this Agreement, a violation
of a Driver Addendum, Customer‘s or any Driver’s
disparagement of Uber or any of its Affiliates, Customer’s or any Driver’s act or omission that
causes
harm to Uber’s or its Affiliates’ brand, reputation or business as determined by Uber in
its sole discretion. Uber also retains the right to deactivate or
otherwise restrict
Customer
or
any
Driver from accessing or using the Driver App or the Uber Services for any other reason at the
sole and reasonable discretion of Uber.
2.5.
Customer’s Relationship with Drivers
. Customer shall have the sole responsibility for any
obligations or liabilities to
Drivers that arise from its relationship with its Drivers (including
provision
of Transportation Services). Customer acknowledges and agrees that it exercises sole
control over the Drivers
and will comply with all applicable laws (including tax, social security
and employment laws) governing or otherwise
applicable to
its relationship
with
its Drivers.
Notwithstanding Customer’s right, if
applicable, to take recourse against
a Driver, Customer
acknowledges and agrees that it is at all times responsible
and liable
for the
acts and omissions
of its Drivers vis-‐à-‐vis Users and Uber, even where
such liability may not be
mandated under
applicable
law. Customer shall require each Driver
to enter into
Driver Addendum (as may be
updated
from time to
time) and shall provide
copy of each executed Driver Addendum to
Uber. Customer acknowledges and agrees that Uber is a third party beneficiary to each Driver
Addendum, and that, upon
Driver’s execution of the Driver Addendum (electronically or
otherwise),
Uber will have the irrevocable right
(and will be deemed to have accepted the right
unless it is rejected
promptly after receipt of a copy of the executed
Driver Addendum)
to
enforce
the
Driver Addendum against the
Driver as
third party beneficiary thereof.
2.6.
Ratings
.
2.6.1.
Customer acknowledges and agrees that:
(a) after
receiving Transportation Services, a
User will be prompted by Uber’s mobile application to provide a rating of such
Transportation Services and Driver and, optionally, to provide comments
or feedback
about such Transportation Services and Driver;
and (b) after
providing Transportation
Services,
the Driver will be prompted
by the Driver App to provide a rating of
the User
and, optionally, to provide comments or feedback about the User.
Customer shall
instruct all
Drivers to provide ratings and feedback in good faith.
2.6.2.
Customer acknowledges that Uber desires that Users have access to
high-‐quality
services
via Uber’s mobile application. In
order to
continue to
receive access to
the
Driver App and the
Uber Services,
each Driver must maintain an average rating by Users
that
exceeds the minimum average acceptable rating established by Uber for
the
Territory,
as may be updated from time to time by Uber
in its sole discretion (“
Minimum
Average Rating
”).
In the event a Driver’s average rating falls below the Minimum
Average Rating,
Uber will notify Customer and
may provide the Driver in Uber’s
discretion, a limited
period
of time to raise his or her average rating above the Minimum
Average Rating. If such
Driver does not increase his or her average rating above
the
Minimum Average Rating within the time period allowed (if
any),
Uber reserves the right
to deactivate such Driver’s access to the
Driver App and the
Uber Services. Additionally,
Customer acknowledges and agrees that
repeated failure by a Driver
to accommodate
User requests for Transportation Services while such Driver is logged in to the Driver
Ap
creates
a negative experience for Users
of Uber’s mobile application. Accordingly,
Customer agrees and
shall ensure that if a Driver does not wish
to
provide
Transportation Services for
a period of
time,
such Driver will log off of the Driver App.
2.6.3.
Uber and its Affiliates reserve the right
to use, share and display Driver and User ratings
and comments in any manner in connection with the business of
Uber and its Affiliates
without attribution to or approval of Customer or the applicable Driver. Customer
acknowledges that Uber and its Affiliates are
distributors (without
any obligation to
verify) and not publishers of Driver and
User ratings and
comments,
provided that Uber
and its Affiliates reserve the right
to edit
or
remove comments
in the event that such
comments
include obscenities or other objectionable content, include an individual’s
name or other personal information, or violate any privacy laws, other applicable laws,
or Uber’s or its Affiliates’ content policies.
2.7.
Devices
.
2.7.1.
Uber encourages Customer to use Driver-‐Provided Devices for providing the
Transportation Services. Otherwise, Uber will supply Customer upon request
with Uber
Devices to each authorized Driver and provide the necessary wireless data plan for such
Devices,
provided that Uber will require reimbursement
from Customer
for
the costs
associated with the wireless data plan of each Uber Device and/or request
a deposit
for
each Uber Device. Customer acknowledges and agrees that:
(a)
Uber
Devices may only
be used
for the purpose of enabling
Driver access to the
Uber Services (such Uber
Devices do not allow for telephone calls or SMS not associated with the Uber Services
but d
include basic functionality such
as the Uber Device’s calculator, etc.); and (b)
Uber Devices may not be transferred, loaned, sold
or otherwise provided
in
any manner
to any party other
than the Driver
assigned to use such Uber
Device. Uber
Devices shall
at all times remain the
property of Uber, and upon termination of this Agreement or the
termination or
deactivation of a Driver, Customer agrees to
return
to
Uber the
applicable
Uber Devices within ten (10)
days. Customer acknowledges and agrees that
failure to timely return any Uber
Devices, or damage to
Uber Devices outside of “normal
wear and tear”, will result
in the forfeiture of
related deposits.
2.7.2.
If Customer elects to use any Driver-‐Provided Devices:
(i) Customer and/or its Drivers
are
responsible
for the
acquisition,
cost and maintenance
of such Driver-‐Provided
Devices as well as any necessary wireless data plan;
and (ii)
Uber shall make available
the Driver
App for
installation on such Driver-‐Provided Devices.
Uber hereby grants the
authorized user of any Driver-‐Provided Device
personal, non-‐exclusive, non
transferable user right to
install and use the Driver
App on a Driver-‐Provided Device
solely for the purpose of providing Transportation Services. Customer agrees to not,
and
shall cause each applicable Driver to not, provide, distribute or share, or enable the
provision, distribution or
sharing of, the Driver
App (or
any data associated therewith)
with any third party. The foregoing right
shall immediately terminate and Driver
will
delete and fully remove
the Driver
App from the Driver-‐Provided Device in the event
that
Customer
and/or the applicable Driver ceases to
provide Transportation
Services
using the Driver-‐Provided Device. Customer agrees, and
shall inform each applicable
Driver that:
(i) use of the Driver App on a Driver-‐Provided Device
requires an active
data
plan
with
a wireless carrier associated with the Driver-‐Provided Device, which data
plan
will be provided by either Customer or the applicable Driver at their own
expense; and
(ii)
use of
the Driver
App on a Driver-‐Provided Device as an interface with the Uber
Services may consume very large amounts of data through the data plan.
Uber advises
that
Driver-‐Provided Devices should only be used
under a data plan
with
unlimited
or
very
high data usage limits, and Uber shall not be responsible or liable for any fees,
costs, or overage charges
associated with any
data plan.
2.8.
Location Based Services
Customer acknowledges and agrees that each Driver’s geo-‐location
information must be provided to the Uber Services via a Device in order to provide
Transportation Services.
Customer acknowledges and agrees, and shall inform and obtain the
consent of each Driver, that:
(a)
the Driver’s geo-‐location information will
be monitored and
tracked by the Uber Services when the Driver is logged into the Driver App and available
to
provide Transportation Services, or when the Driver is providing Transportation Services; and (b)
the approximate
location of the
Driver’s Vehicle
will be
displayed to the
User before
and during
the provision of
Transportation Services to such User. In addition, Uber may monitor, track and
share a Driver’s
geo-‐location information obtained by the Driver App and Device
for
safety,
security, technical,
marketing and commercial purposes,
including to provide and
improve
Uber’s products and
services.
3.
Drivers
and Vehicles
3.1.
Driver Requirements
Customer acknowledges and agrees that each Driver shall at all times:
(a)
hold
and
maintain
(i)
a valid driver's license with the appropriate level of certification to operate
the Vehicle assigned to such Driver, and (ii) all licenses, permits, approvals and authority
applicable
to Customer and/or Driver that are
necessary to
provide passenger transportation
services to third parties in the Territory;
(b)
possess the appropriate
and current level
of
training, expertise and experience
to provide Transportation Services in a professional
manner
with due skill, care and diligence;
and (c) maintain high standards of professionalism, service and
courtesy. Customer acknowledges and agrees that each Driver may be
subject to certain
background
and
driving record
checks from time to
time in
order for such
Driver to
qualify to
provide, and
remain
eligible to
provide, Transportation
Services. In addition if Customer and/or
Driver are using the Uber Ap
to
provide Transportation
Services in conjunction with operating a
taxi (
“Taxi Services
”), such Customer and/or Driver shall comply
with all applicable laws with
respect
thereto. Customer acknowledges and agrees that
Uber reserves the right, at any time in
Uber's sole discretion, to deactivate or otherwise restrict a Driver from accessing or using the
Driver App or the Uber Services if Customer or such Driver fails
to meet the requirements
set
forth in this Agreement
or
the Driver
Addendum.
3.2.
Vehicle Requirements
. Customer acknowledges and agrees that each Vehicle shall at all times
be:
(a)
properly registered and licensed to operate as a passenger
transportation vehicle in the
Territory; (b) owned
or leased
by Customer,
or otherwise in Customer’s lawful
possession;
(c)
suitable for performing the passenger transportation services
contemplated by this
Agreement;
and (d) maintained in
safe, roadworthy and good operating
condition,
consistent with industry
safety and maintenance
standards
for a Vehicle of its
kind and any additional standards or
requirements in the applicable Territory,
and in a clean and sanitary
condition which shall
include maintaining at all
times a valid Ministry of Transport Test Certificate for
each Vehicle
including, where applicable, in accordance with the terms of any relevant license.
3.3.
Documentation
. To ensure Customer’s and
each
of its Drivers’ compliance with all requirements
in Sections 3.1 and 3.2 above, and to allow Uber and any of its Affiliates in the Territory to
comply
with their regulatory requirements, Customer must provide Uber with written copies
of
all such licenses, permits, approvals, authority, registrations and certifications
(“
Documentation
”) prior to
Customer’s and the
applicable
Drivers’ provision
of any
Transportation Services.
Thereafter, Customer must submit to Uber written evidence
of all such
Documentation as it is renewed. Uber shall, upon request, be entitled to review such licenses,
permits, approvals, authority,
registrations and certifications from time to time, and Customer’s
failure to provide or
maintain any of
the foregoing shall constitute a material breach of this
Agreement.
Uber and any of its Affiliates in the Territory reserve the right to independently
verify
Customer's and/or any
Driver’s Documentation from time
to time
in any way Uber deems
appropriate
in its reasonable
discretion and Customer consents, and represents and warrants
that
it has obtained
consent from each
of its Drivers, for
Uber
or any of its Affiliates in
the
Territory to undertake such
verification.
4.
Financial
Terms
4.1.
Fare Calculation and Customer Payment
Customer is entitled
to
charge
fare
for each instance
of completed Transportation Services provided
to
a User that are obtained
via the Uber Services
(
“Fare”
),
where such Fare
is calculated based upon
base
fare
amount plus distance (as
determined
by Uber using location-‐based
services enabled
through
the Device)
and/or time
amounts,
as detailed
at
www.uber.com/cities
for
the applicable Territory (“
Fare Calculation
”).
Customer is also
entitled
to
charge User for any Tolls,
taxes or fees incurred during the provision
of Transportation Services,
if applicable. Customer:
(i) appoints Uber as Customer’s limited
payment collection
agent solely for the purpose of accepting the Fare,
applicable Tolls and,
depending o
the region and/or if requested by Customer,
applicable taxes and fees from the
User on behalf of the Customer via the payment processing functionality facilitated by the Uber
Services;
and (ii) agrees that payment made by User to Uber shall be considered
the same as
payment made directly by User to
Customer. In addition, the parties acknowledge and agree
that as between Customer and Uber, the Fare is a recommended amount, and the primary
purpose of the pre-‐arranged Fare
is to act as the
default amount in the
event Customer does not
negotiate a different amount. Customer shall always
have the right to:
(i) charge a fare that is
less than the
pre-‐arranged Fare; or (ii) negotiate,
at Customer’s request,
a Fare that
is lower
than the pre-‐arranged Fare
(each of (i) and (ii) herein,
“
Negotiated Fare
”). Uber shall consider
all
such requests from Customer in good faith.
Uber agrees to remit to Customer o
at least a
weekly basis:
(a) the Fare less the applicable Service
Fee; (b)
the Tolls; and (c)
depending o
the
region, certain taxes and ancillary fees. If Customer has separately agreed, other amounts may
be deducted from the Fare prior
to remittance to Customer
(
e.g.
vehicle financing payments,
lease payments, mobile device usage charges, etc.),
the order of those deductions from the Fare
to be determined exclusively by Uber. Notwithstanding anything to the contrary in this Section
4.1, if Customer is providing Taxi Services,
the following shall apply: (x)
the Fare is calculated
pursuant to
local taxi regulations in the Territory; (y)
Customer or Driver agrees to
enter the
exact Fare
amount (as indicated by the
official
taxi
meter in the Vehicle) into the Driver App
upo
completion
of an
instance of Transportation
Services;
and (z) in some
jurisdictions, Users
will pay such Customer or Driver directly rather than through
Uber's mobile application
(Uber
will notify Customer if (z) is applicable in its Territory).
4.2.
Changes to Fare
Calculation
. Uber reserves the right to change the Fare Calculation at any time
in Uber’s discretion based
upo
local market factors,
and Uber will provide notice to Customer
in the event of such change that
would result
in a change in the recommended Fare. Continued
use of the Uber Services after any such change
in the
Fare
Calculation shall constitute
Customer’s
consent to such change.
4.3.
Fare Adjustment
. Uber and/or its Affiliates in the Territory reserve the right to:
(i)
adjust the
Fare
for
particular instance
of Transportation Services (
e.g.
Driver took an inefficient route,
Driver fails to properly end a particular instance of Transportation Services in the Driver App,
technical error
in the Uber
Services, etc.);
or (ii) cancel
the Fare for a particular instance of
Transportation Services (
e.g.
User is charged for Transportation Services that were not
provided,
in the event of a User complaint, fraud, etc.). Uber’s decision to reduce or cancel the
Fare in any such manner shall be exercised in a reasonable manner.
4.4.
Service Fee
. In consideration of Uber’s provision of the Uber Services,
Customer agrees to pay
Uber a service fee o
a per Transportation Services transaction basis calculated as
a percentage
of the Fare (regardless of
any Negotiated Fare),
as provided
to Customer
via email or otherwise
made available electronically by Uber from time to
time for
the applicable Territory (“
Service
Fee
”). Unless regulations applicable
to Customer’s Territory require
otherwise,
taxes will be
calculated and charged on the Fare, and Uber shall calculate the Service
Fee based
o
the Fare
inclusive of such
taxes. Uber reserves the right to change the Service
Fee at any time in Uber’s
discretion
based
upo
local market factors,
and Uber will provide notice to Customer in the
event of such change. Continued
use of the Uber Services after any such change
in the
Service
Fe
calculation shall constitute Customer’s
consent to such change. In addition, with respect to
Taxi Services in the applicable Territory,
Customer agrees to pay Uber a booking fee in
consideration of Uber’s
provision of the Driver App and the Uber Services.
4.5.
Cancellation Charges
. Customer acknowledges and agrees that
Users may elect
to cancel
requests for
Transportation Services that
have been accepted by a Driver
(either
directly or
via
Uber's Affiliate in the Territory acting as agent) at any time
prior to the
Driver’s arrival. In the
event that
User
cancels an accepted request
for
Transportation Services, Uber may charge the
User a cancellation fee o
behalf of the Customer.
If charged, this cancellation
fee shall be
deemed
the Fare for the cancelled
Transportation Services for
the purpose of
remittance
to
Customer hereunder (“
Cancellation
Fee
”).
The parties acknowledge that and agree that as
between
Customer and
Company, this Cancellation
Fee is a recommended
amount, and
the
primary purpose of such
Cancellation
Fee is to
act as the default amount in the event
Customer
does not negotiate a different amount.
Customer shall always have the right to:
(i) charge a
cancellation fee that is
less
than the Cancellation Fee; or (ii) negotiate, at Customer’s
request, a
cancellation fee that is
lower than the Cancellation
Fee (each
of (i) and
(ii) herein, a “
Negotiated
Cancellation
Fee”
).
If
charged, the Cancellation Fee (regardless of
any Negotiated Cancellation
Fee) shall be
deemed the
Fare
for the
cancelled Transportation Services for the
purpose
of
remittance to
the Customer hereunder.
4.6.
Receipts
As part of the Uber Services,
Uber provides Customer
system for the delivery of
receipts to Users for
Transportation Services rendered. Upon the completion of
Transportation
Services for
a User
by a Driver,
Uber prepares an applicable receipt and issues such receipt to
the User
via email o
behalf of the Customer and
applicable Driver.
Such receipts are
also
provided
via email or the online portal available
to the Customer o
the Uber Services.
Receipts
include the breakdown
of amounts charged
to
the User for Transportation Services and may
include specific
information about the
Customer and
applicable Driver, including the Customer’s
entity name and contact information and the Driver’s name and photo, as well as
map of the
route taken by the Driver.
Customer shall inform Drivers that any corrections to a User’s receipt
for
Transportation Services must be submitted to Uber in writing within three (3) business days
after the
completion of such Transportation Services.
Absent such
a notice, Uber shall not be
liable for any mistakes in or corrections to
the receipt
or
for recalculation or disbursement of the
Fare.
4.7.
No Additional Amounts
Customer acknowledges and agrees that, for
the mutual benefit
of
the
parties, through
advertising and
marketing, Uber and its Affiliates may seek to attract new Users
to Uber
and to increase existing Users’ use of
Uber’s mobile application. Customer
acknowledges and agrees such advertising or marketing does
not entitle Customer to any
additional monetary amounts beyond the
amounts expressly set forth in this Agreement.
4.8.
Taxes
Customer acknowledges and agrees that it is required to:
(a) complete all
tax registration
obligations and
calculate and
remit all tax liabilities related to the provision of Transportation
Services as required by applicable
law; and (b) provide
Uber with all relevant tax information
(including a valid VAT number
belonging to Customer
and/or
any Driver, if
obtaining a VAT
number is required
of Customer and/or any Driver by applicable
law). Customer further
acknowledges and agrees that
Customer and
each
of its Drivers are
responsible
for taxes on
their
own
income arising from the performance of Transportation
Services. Notwithstanding
anything to the
contrary
in this
Agreement,
Uber may in its reasonable discretion based on
applicable
tax and regulatory considerations, collect and remit taxes resulting from Customer’s
and/or any Driver’s provision of Transportation Services and/or provide
any of the
relevant tax
information Customer and/or any Driver has provided pursuant to the foregoing requirements
in this Section 4.8 directly to the applicable governmental
tax authorities on Customer’s and/or
the applicable Driver’s behalf
or
otherwise.
5.
Proprietary Rights; License
5.1.
License Grant
Subject to the terms and conditions of this Agreement, Uber hereby grants
Customer
non-‐exclusive, royalty-‐free, non-‐transferable,
non-‐sublicensable, non-‐assignable
license, during the term of this Agreement, to use (and allows its Drivers to
use) the Driver App
in connection with the provision by Uber of the Uber Services solely for the purpose of providing
Transportation Services to Users and tracking resulting Fares and Fees. All rights not expressly
granted to Customer are
reserved by Uber,
its Affiliates and their
respective licensors.
5.2.
Restrictions
Customer shall not, and
shall not allow any other party to:
(a)
license, sublicense,
sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party
the Uber Services,
Driver App or any Uber Device in any way; (b)
modify or
make derivative
works based upon the Uber Services or Driver App;
(c)
improperly use the Uber Services or
Driver App, including creating Internet “links” to any part of the Uber Services or Driver App,
“framing”
or “mirroring”
any part of the
Uber Services or Driver Ap
o
any other websites or
systems, or “scraping”
or otherwise improperly obtaining data from the Uber Services or Driver
App;
(d)
reverse engineer, decompile, modify, or disassemble the Uber Services or Driver App,
except as allowed under applicable
law;
or (e)
send spam or otherwise duplicative or unsolicited
messages.
In addition, Customer shall not, and shall not allow any other party to, access or use
the Uber Services or Driver Ap
to:
(i)
design
or develop
competitive
or substantially similar
product or service;
(ii)
copy or extract any features, functionality, or content thereof;
(iii)
launch
or cause to
be launched
o
or in
connection
with
the Uber Services an automated program or
script, including web spiders, crawlers, robots, indexers, bots, viruses
or worms, or any program
which may make multiple server requests per second, or unduly burden or hinder the operation
and/or performance
of the
Uber Services;
or (iv) attempt to gain unauthorized access to the
Uber Services or its related
systems or networks,
all except to the extent such actions must be
allowed under Dutch law.
5.3.
Ownership
The Uber Services,
Driver App and Uber Data, including all intellectual property
rights therein, and the Uber
Devices are
and shall remain the property of Uber, its Affiliates or
their
respective licensors.
Neither this Agreement nor Customer’s use of the Uber Services,
Driver App or Uber Data conveys
or grants
to Customer any rights:
(a)
in or
related to the Uber
Services,
Driver App or Uber Data, except for the limited
license granted
above; or (b) to
use or
reference in any manner
Uber’s, its Affiliates’,
or their respective licensors’ company
names,
logos, product and
service names, trademarks, service marks or other indicia of ownership.
Additionally, Customer acknowledges Uber’s rights in its UBER family of
trademarks and names,
including UBER, alone and in combination with other letters, punctuation, words, symbols
and/or designs, the
UBER Logo and EVERYONE’S
PRIVATE
DRIVER (“
UBER Marks and
Names
”). Customer agrees it will not,
and it will ensure
that its Drivers do not, try to register
or
otherwise claim ownership
in
any of the UBER
Marks and
Names, alone or in
combination
with
other letters, punctuation, words, symbols and/or designs, or in
any confusingly similar mark or
name.
6.
Confidentiality
6.1.
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
("
Confidential Information
"). Confidential Information includes Uber Data,
Driver IDs, User
Information, and the
transaction volume, 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.
6.2.
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 under
this Agreement, provided Permitted Persons are bound in writing to obligations of
confidentiality
and non-‐use of Confidential Information n
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, with respect to Uber, its internal record-‐keeping
requirements).
6.3.
Notwithstanding the foregoing, Confidential Information shall not include any information to
the extent
it:
(a)
is or
becomes part
of
the public domain through no act
or
omission on the part
of the receiving party; (b)
was possessed by the receiving party prior
to the date of
this
Agreement without an obligation of confidentiality; (c)
is disclosed to the receiving party by a
third party having no obligation of
confidentiality with respect
thereto; or
(d)
is required to be
disclosed
pursuant to
law, court order, subpoena or governmental authority,
provided the
receiving party notifies the disclosing party thereof
and provides the disclosing party a
reasonable opportunity to
contest or limit such
required disclosure.
7.
Privacy.
Subject to all applicable laws, Uber
may provide to a third party any information (including
personal data and any Uber Data) about Drivers provided
hereunder if:
(a)
there is a complaint,
dispute or conflict, including an
accident, between
Driver and a User; (b) it is necessary to enforce
the terms of
the Agreement; (c)
it
is required, in Uber’s or
any Affiliate’s sole discretion, by
applicable
law or regulation; (d) it is necessary, in Uber’s or any Affiliate’s sole
discretion,
to (1)
protect the safety, rights, property or security of Uber, the Uber Services or any third
party,
(2)
detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop
activity which Uber or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of
being, illegal, unethical or legally actionable; or
(e)
it
is required or
necessary, in Uber’s or
any
Affiliate’s sole discretion, for insurance or other purposes related
to
Customer’s and/or Driver’s
ability to qualify, or remain qualified, to use
the
Uber Services.
Customer understands that
Uber
may retain Customer’s and/or Driver(s) personal data for legal, regulatory, safety, and
other
necessary purposes after this Agreement is terminated. Uber processes personal data (including that
referenced in Section 2.8 above)
in accordance with its privacy policy located at
www.uber.com/legal
.
8.
Insurance
8.1.
Customer agrees to
maintain
during the term of this Agreement o
all Vehicles operated
by
Customer and its Drivers commercial automobile liability insurance that
provides protection
against bodily injury and property damage
to third parties at levels of coverage
that
satisfy all
applicable
laws in the Territory.
This coverage must also include any no-‐fault
coverage required
by law in
the Territory that may not be waived
by an
insured.
8.2.
Customer agrees to
maintain during the term of
this Agreement commercial general liability
insurance that provides protection
against personal injury, advertising injury and
property
damage to
third
parties at levels of coverage
required by all applicable
laws in the Territory.
8.3.
Customer agrees to
maintain
during the term of this Agreement workers’ compensation
insurance as required by all applicable
laws in the Territory.
If permitted by applicable law,
Customer may choose to
insure itself against industrial injuries by maintaining occupational
accident insurance
in place
of workers’ compensation insurance. Customer’s subcontractors
may also, to the extent permitted by applicable law, maintain occupational accident insurance in
place of workers’ compensation
insurance.
8.4.
Customer shall add
Uber (or
any Affiliate which may be designated by Uber from time to time)
to Customer’s insurance policies required in Sections 8.1 and 8.2 above as an additional
insured,
and shall, upo
Uber’s request, provide Uber with
a copy of such insurance certificate(s) within
seven (7) days
of such request.
Uber may, at any time, verify
Customer’s and its Drivers’
insurance coverage with insurance providers or third parties.
8.5.
Customer shall, and
shall ensure that its Drivers shall, notify Uber (or any Affiliate that may be
designated
by Uber from time to
time) as soon
as reasonably possible, and
in
any case within
thirty (30)
days, of
any incident
which may give rise to an insurance claim.
9.
Representations and Warranties; Disclaimers
9.1.
By Customer
Customer hereby represents and
warrants that:
(a) it has full
power and authority
to enter
into this Agreement
and perform its obligations hereunder; (b)
it
is duly organized,
validly
existing
and in good standing
under the laws of the jurisdiction of its origin; (c) it has not
entered into, and during the term will not enter into, any agreement that would prevent it from
complying with this
Agreement; (d) it will comply
with all applicable laws
in its
performance of
this Agreement,
including holding and complying with all permits, licenses,
registrations and
other governmental authorizations necessary to
provide (i) Transportation Services using the
Drivers and Vehicles pursuant to
this Agreement, and (ii) passenger Transportation Services to
third parties in the Territory generally;
and (e)
it shall
require all
Drivers to
comply
with the
Driver Addendum, the applicable terms and conditions set
forth in this Agreement and all
applicable
laws.
9.2.
Disclaimer of Warranties
.
Uber provides, and
Customer accepts, the
Uber Services, Driver App
and the
Uber Devices o
an
"as is" and
"as available" basis. Neither Uber nor any of its Affiliates
in the Territory represents, warrants or guarantees that
Customer’s or any Driver’s access to or
use of the Uber Services, Driver App or the Uber Devices:
(a) will be uninterrupted or error free;
or (b) will result in
any requests for Transportation
Services. Uber functions as an on-‐demand
lead generation and related service only and makes
no representations, warranties or
guarantees as to the
actions or inactions of the
Users
who may request (either
directly or
via an
Uber Affiliate in the Territory acting as agent) or receive Transportation
Services from Customer
or any Driver
hereunder,
and Uber need
not screen
or otherwise evaluate Users.
B
y
using the
Uber Services and Driver
App, Customer acknowledges and agrees that Customer or a Driver
may be introduced to a third party (including Users) that
may pose harm or
risk to Customer, a
Driver
or
other
third parties. Customer and
Drivers are advised to take reasonable precautions
with respect to interactions with third parties encountered in connection with the use of the
Uber Services or Driver App. Notwithstanding Uber’s appointment as the limited
payment
collection agent of Customer for the purpose of accepting payment from Users
on behalf of
Customer as set forth in Section
above,
Uber expressly disclaims all liability for any act or
omission
of Customer, any Driver, any User or other third party.
9.3.
No Service Guarantee
Neither
Uber
nor
any of
its Affiliates in the Territory guarantees the
availability or uptime
of the
Uber Services or Driver App.
Customer acknowledges and
agrees
that
the Uber Services or Driver App may be unavailable at any time and for any reason (
e.g.
,
due
to scheduled maintenance
or network failure). Further, the Uber Services or Driver App may
be subject to
limitations, delays, and
other problems inherent in
the use of the internet and
electronic communications,
and neither Uber nor any of its Affiliates in the Territory is
responsible for
any delays, delivery failures, or
other
damages, liabilities or losses resulting from
such problems.
10.
Indemnification
10.1.
Customer shall indemnify, defend (at
Uber’s option)
and hold harmless Uber and its Affiliates
and their respective officers, directors, employees, agents, successors and
assigns from and
against any and all liabilities, expenses (including
legal fees), damages, penalties, fines, social
security contributions
and taxes
arising out of or related to:
(a)
Customer’s breach of
its
representations, warranties or
obligations under
this Agreement; or (b) a claim by
third party
(including Users, regulators and governmental authorities)
directly or
indirectly related to
Customer’s provision
of Transportation Services or
use of
the Uber
Services.
10.2.
As between
Customer and
Uber, Customer is and
shall be solely responsible for its Drivers’
provision of Transportation Services.
As such,
Customer shall indemnify, defend (at
Uber’s
option) and hold harmless Uber and its Affiliates
and their respective officers, directors,
employees, agents, successors and assigns from and against
any and all liabilities, expenses
(including legal fees), damages, penalties, fines, social security contributions
and taxes
directly
or indirectly arising out of or related to its Drivers’ provision
of Transportation
Services or use of
the Uber
Services.
11.
Limits
of Liability
. Uber and its Affiliates shall not be liable under or related to this Agreement for
any of the
following, whether based
o
contract, tort or any other legal theory, even
if a party has
been
advised
of the possibility of such
damages:
(i) any incidental, punitive, special, exemplary,
consequential, or other indirect damages
of any
type or kind; or (ii) Customer’s, Driver's or any
third
party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or
other economic advantage. Except for Uber’s obligations to pay
amounts due to Customer pursuant
to Section
above, but subject to any limitations or other provisions contained in this Agreement
which are applicable thereto, in no event shall the liability of Uber or its Affiliates under this
Agreement exceed
the amount of Service Fees actually paid to or due
to Uber hereunder in the
six
(6)
month period immediately preceding the event
giving rise to such claim.
Customer acknowledges and
agrees that any and
all claims Customer has or purports to
have
against Uber and/or its Affiliates should be
notified to Uber and/or its Affiliates within one (1) year
after the
event(s) that gave
rise
to such claim and that Customer forfeits all rights in respect of that
claim if Customer fails
to do so. Nothing in this Section 11 purports to limit
or exclude liability that
cannot be limited or excluded by applicable
law.
12.
Term and
Termination
12.1.
Term
This Agreement shall commence
on the
date
that
the Agreement
is executed by Customer
(electronically or
otherwise)
and shall continue
until terminated as set forth herein.
12.2.
Termination
Either party may terminate this Agreement:
(a)
without
cause at any time
upon
seven (7) days
prior notice to the other party;
(b) immediately,
without notice,
for the other
party’s material breach
of this Agreement; or (c) immediately, without notice, in the event of
the insolvency
or bankruptcy
of the other party, or upon the other party’s filing
or submission of
request
for
suspension of
payment
(or
similar
action or
event)
against
the terminating party.
In
addition, Uber may terminate this Agreement or deactivate Customer or a particular Driver
immediately, without notice, with respect to Customer and/or any Driver in
the event Customer
and/or any Driver,
as applicable, n
longer qualifies, under applicable law or the standards and
policies of Uber, to
provide Transportation Services or to
operate the Vehicle,
or as otherwise
set forth in this
Agreement.
12.3.
Effect of Termination
Upon termination of the Agreement, Customer and
all Drivers, as
applicable, shall:
(a)
promptly return
to Uber
all Uber Devices; and (b) immediately delete and
fully remove the Driver App from any applicable Driver-‐Provided Devices.
Outstanding payment
obligations and
Sections 1, 2.3, 2.5, 2.6.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 1
and 15 shall
survive the termination of this
Agreement.
13.
Relationship
of the
Parties
13.1.
Except as otherwise expressly provided herein with respect to Uber acting as the limited
payment collection
agent solely for the purpose of collecting payment from Users o
behalf of
Customer, the relationship
between
the parties under this Agreement
is solely that
of
independent contractors.
The parties expressly agree that:
(a)
this Agreement
is not
an
employment agreement, nor does it create
an employment relationship (including from a labor
law,
tax law or social security law perspective),
between Uber (or
any of
its Affiliates in the
Territory)
and
Customer or any Driver; and (b) no joint venture, partnership, or agency
relationship exists between Uber
and Customer
or
Uber
and any Driver.
13.2.
Customer has n
authority to
bind
Uber and
undertakes not to
hold
itself out, and
to
ensure
that
each Driver
does not
hold himself
or
herself
out, as an employee, agent
or
authorized
representative of Uber or its Affiliates. Where, by implication of mandatory law or otherwise,
Customer or any Driver may be deemed an employee, agent or representative
of Uber,
Customer undertakes and
agrees to
indemnify, defend
(at
Uber’s option)
and hold Uber and its
Affiliates harmless from and
against any claims by any person, entity,
regulators or
governmental authorities based
o
such
implied
employment, agency or representative
relationship.
13.3.
Customer expressly acknowledges and
agrees that by agreeing to
the terms and
conditions of
this Agreement, Customer
intends to perform Transportation Services in a non-‐incidental
manner and, as such, Uber will consider Customer and its Drivers to be taxable persons in
accordance
with all applicable
VAT
and indirect tax legislation.
14.
Miscellaneous Terms
14.1.
Modification
Uber reserves the right to modify the terms and conditions
of this
Agreement or
the Driver
Addendum at any time, effective
upon publishing an updated version of this
Agreement or the Driver Addendum,
as applicable, o
the online portal available to
Customer
o
the Uber Services.
Uber reserves the right to modify any information referenced at
hyperlinks from this Agreement from time to time. Customer hereby acknowledges and
agrees
that, by using the Uber Services,
or downloading,
installing or using the Driver App,
Customer is
boun
by any future amendments and additions to this Agreement,
information referenced at
hyperlinks herein, or documents incorporated
herein, including with respect to Fare
Calculations.
Continued use of the Uber Services or Driver Ap
after any such changes shall
constitute Customer’s consent
to such changes.
14.2.
Supplemental Terms
Supplemental terms may apply to Customer’s and Driver’s use of the Uber
Services,
such as use policies or terms related to certain features
and functionality, which may
be modified
from time to
time (“
Supplemental Terms
”). Customer may be presented
with
certain Supplemental Terms from time to time.
Supplemental
Terms are
in addition to, and shall
be deemed
a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in
the event
of
a conflict.
14.3.
Severability
If any provision of this Agreement is held
to
be illegal, invalid or unenforceable,
in
whole or in part, under any law, such provision or part thereof
shall to that extent be deemed
not to
form part of this Agreement but the legality, validity and enforceability of
the remainder
of this Agreement shall not be affected.
In that event, the parties shall
replace the illegal, invalid
or unenforceable (part of the) provision
with
(part of a) provision
that is legal, valid and
enforceable and that has,
to the greatest extent possible,
a similar effect as the illegal, invalid or
unenforceable (part
of
the)
provision, given
the contents and
purpose of this Agreement.
14.4.
Assignment
Customer may not assign or transfer this Agreement or
any of
its rights or
obligations hereunder, in
whole or in
part, without the prior written
consent of the other party.
Uber may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in
whole or in part, under this Agreement from time
to time
without consent.
14.5.
Entire Agreement
This Agreement,
including the recitals and all Supplemental Terms,
constitutes
the entire agreement and understanding of the parties
with respect to its
subject
matter and replaces and supersedes all prior or contemporaneous agreements or undertakings
regarding such subject
matter. In this Agreement, the words “including” and “include” mean
“including, but not limited to.” The recitals form
part of this Agreement.
14.6.
No Third Party Beneficiaries
Save where this agreement expressly confers rights on Uber
Affiliates in the Territory,
the parties acknowledge
that there are n
third
party beneficiaries to
this Agreement. Nothing contained
in
this Agreement is intended
to
or shall be interpreted to
create any
third party beneficiary claims.
14.7.
Notices
. Any notice delivered
by Uber to
Customer under this Agreement will be delivered
by
email to the
email address associated with Customer’s account or by posting
on the
online
portal available
to the Customer
o
the Uber Services. Any notice delivered
by Customer to
Uber under this
Agreement will be delivered by contacting Uber at
http://partners.uber.com
in
the “Contact
Us” section. Additional Territory-‐specific
notices
may be required from time to
time.
15.
Governing Law; Arbitration.
Except as otherwise set forth in this Agreement, this Agreement shall
be exclusively governed
by and
construed
in accordance with the laws of The Netherlands, excluding
its rules on conflicts of
laws. The Vienna Convention on the International Sale of
Goods of
1980
(CISG)
shall not
apply. Any dispute, conflict
or
controversy, howsoever
arising out
of
or
broadly in
connection with or relating to this
Agreement, including those relating to its validity, its construction
or its enforceability, shall be first mandatorily submitted
to
mediation
proceedings under the
International
Chamber of Commerce Mediation Rules (“
ICC Mediation Rules
”). If
such dispute has
not been
settled
within
sixty (60) days after a Request for Mediation
has been
submitted
under such
ICC Mediation Rules, such dispute can be referred to and shall
be exclusively and finally resolved by
arbitration under the
Rules of Arbitration of the
International Chamber of Commerce (“
ICC
Arbitration Rules
”). The ICC Rules' Emergency Arbitrator
provisions are excluded. The dispute shall
be resolved
by one (1) arbitrator to be
appointed in accordance
with the
ICC Rules. The
place
of
arbitration shall be
Amsterdam, The
Netherlands. The language of the arbitration
shall be English.
The existence and content of the mediation and arbitration proceedings, including documents and
briefs submitted
by the parties, correspondence from and
to
the ICC, correspondence from the
mediator, and correspondence, orders
and awards
issued by
the sole arbitrator, shall remain strictly
confidential and shall not be disclosed to any
third party
without the express written consent from
the other
party unless (i)
the disclosure to the third party is reasonably required
in
the context of
conducting the mediation or arbitration proceedings, and (ii) the
third party agrees unconditionally
in writing to be bound by the confidentiality obligation stipulated herein.
By clicking “I accept” or signing below (as such may be required by applicable law),
Customer expressly
acknowledges that
Customer has read, understood, and taken steps to thoughtfully consider
the
consequences
of this
Agreement, that Customer agrees to be bound by the terms and conditions of
this
Agreement, and
that Customer is legally competent to enter into this Agreement with Uber.
Customer Signature:
_____________________
Name:
_________________________________
Date:
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