Platform Access Agreement
Updated as of March 15, 2021
This Platform Access Agreement (this “PAA
”) is by and among you and your company/business
(“you
”) and Portier, 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 (1) account holders seeking to access certain types of delivery services (“Delivery Recipients
”)
for themselves and/or their guests and (2) merchants providing the goods for delivery services
(“Merchants
”). 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, facilitates delivery transactions between you and Delivery
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 12.9 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 Delivery 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 Delivery Recipient or
Merchant 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 Delivery Recipients directly, using our Platform, or using any other method to connect with
Delivery Recipients, including, but not limited to other platforms and applications in addition to,
or instead of, ours. You understand, however, that the experiences Delivery Recipients and
Merchants have with your Deliveries, as determined by Delivery Recipient and Merchant 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 Delivery Recipients (“Deliveries
”), including, as
applicable, the delivery of alcoholic items from Merchants to or on behalf of Delivery
Recipients, and if applicable, return of such items to the Merchant on behalf of the Delivery
Recipient (“Alcohol Deliveries
”), as well as a combination of service(s) to or on behalf of Delivery
Recipients (“Combined Services
”), which may include, but are not limited to, ordering and
selecting items (“Ordering Services
”), purchasing items (“Payment Services
”), submitting a copy
of the itemized Merchant transaction receipt and the provision of Deliveries, which may be
provided individually or jointly. All references to Deliveries in this PAA will include Deliveries
and, as applicable, Combined Services or Alcohol Deliveries, which may be provided individually
or jointly. Further, references to Delivery, particularly in Section 4 of this PAA or any applicable
fare addendum, shall include an instance of providing Deliveries and Combined Services or
Alcohol Deliveries, which may be provided individually or jointly. 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, and if applicable, for Alcohol
Deliveries in compliance with the delivery and alcohol industries, including, if applicable, any
additional Requirements related to the handling, transportation and delivery of alcohol, (b) your
access and use of our Platform, and provision of Deliveries, in your Region is permitted by the
Requirements (including any age requirements) and (c) all such access and use of our Platform
will be in compliance with the Requirements, (d) if applicable, you have all applicable permits,
certifications, registrations and licenses necessary for both your vehicle and person to transport
alcoholic items, (e) if applicable, you are familiar with all applicable local, state and federal laws,
including, but not limited to, laws requiring the verification of a Delivery Recipient’s age (21+)
and sobriety. Except as otherwise agreed between the parties, 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
Delivery Recipient and Merchant 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.
(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 (and for Delivery Requests including the provision of Combined Services,
accepting such request creates a direct agency relationship) between you and your Delivery
Recipient in accordance with the terms of the delivery service the Delivery Recipient and/or
Merchant 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 that 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, provided however that if applicable, for
Alcohol Deliveries, at all times, you are responsible for complying with all federal, state and
local laws, regulations and obligations about the mode of transportation and any routes you
take, including not traveling through dry counties. Any navigational directions offered in the
Driver App are offered for your convenience only; unless required by law, you have no
obligation to follow such navigational directions. Further, for the provision of Combined
Services, you acknowledge and agree that all orders and purchases must be pre-authorized
by the Delivery Recipient, and in the case of a discrepancy between the Merchant
availability and the Delivery Recipient’s pre-authorized item selection for Ordering Services,
you will obtain the Delivery Recipient’s approval before making any modifications or
updates. You acknowledge and agree that you may be required to reimburse the Delivery
Recipient for any invalid or unauthorized transaction.
(c) You may receive Delivery Recipient and Merchant information,
including approximate pickup location, first name, applicable goods to be ordered, the amount
pre-authorized by the Delivery Recipient to purchase such applicable goods, and you agree that
your Delivery Recipient and Merchant 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 Delivery Recipient’s consent, you agree to not contact any Delivery Recipient or
otherwise use any of the Delivery Recipient’s User Information, including, if applicable, any
photos or information obtained from the Delivery Recipient’s ID, except solely in connection
with the provision of Deliveries to that Delivery Recipient. 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 acknowledge and agree that: (i) your Combined Services, whether
provided individually or jointly, will only be provisioned as pre-authorized by the Delivery
Recipient; and (ii) you take possession of the items on behalf of the Delivery Recipient when you
receive the goods from the Merchant.
(e) You agree not to tamper with the alcoholic items, including, but
not limited to, opening the bottle(s), taking off or ripping any labeling adhered to the alcoholic
items, or opening the packaging.
(f) You understand that you are required by law, and under Uber’s
Community Guidelines, not to deliver alcohol to anyone (1) who does not present a valid
government-issued photo ID showing they are 21 or older, (2) who appears intoxicated, and/or
(3) is not present to accept delivery in person. You also understand that in some Regions the
name of the Delivery Recipient must match the name on the valid government-issued ID and
Delivery Recipient's signature may be required. You recognize that failing to comply with these
requirements may result in criminal penalties and you losing access to delivering using our
Platform. If the Delivery Recipient does not have a valid government-issued photo ID showing
they are 21 or older, if the Delivery Recipient appears intoxicated, if no Delivery Recipient is
present to accept delivery in person, or if you otherwise determine such Alcohol Delivery order
cannot be delivered to the Delivery Recipient compliantly, you agree to return the alcoholic
items back to the Merchant on behalf of the Delivery Recipient and at the Delivery Recipient’s
expense.
(g) The Driver App may contain additional screens to help you
comply with state and local regulations with respect to Alcohol Delivery. You agree to follow
the in-app steps and agree that completing the screens as indicated may be required to
complete an Alcohol Delivery in accordance with local law.
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 Delivery
Recipients and Merchants 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 Delivery Recipients and Merchants 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 Delivery Recipient and Merchant may be asked to comment on your
services, and you may be asked to comment on the Delivery Recipient and Merchant. 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 grant us the irrevocable right to obtain your geo-location information
and to share your location with third parties, including your Delivery Recipients and
Merchants, who will see the approximate location of your vehicle in the applicable Uber app
before and during the Delivery. 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.
2.11 Submitting Merchant Receipts. As part of your provision of Combined Services,
you understand and agree that you shall timely submit a valid copy of the itemized Merchant
receipt evidencing the amount spent for the items pre-authorized by the Delivery Recipient
and confirm prices, in the Driver App or as otherwise indicated by us. You acknowledge and
agree that in the event of an invalid receipt submission, you may be required to reimburse
Delivery Recipient. We will provide you notice electronically of any material changes to this
obligation.
2.12 Payment Services. You understand and agree that you are only authorized to
spend such an amount that corresponds with the items pre-authorized by the Delivery
Recipients. You have the option to use a pre-authorized payment method or your own
payment method. You acknowledge and agree that we may share your personal information
with a third party provider for the purpose of providing you the pre-authorized payment
method. If you choose to use your own payment method to provide the Payment Services, we
will facilitate the repayment of such funds by the Delivery Recipient, subject to your
submission of the itemized Merchant receipt, as provided herein.
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 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. 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 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 provide any form of insurance
for you 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.
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, 12 and 13 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 DELIVERY RECIPIENTS WHO MAY REQUEST OR ACTUALLY RECEIVE DELIVERIES FROM
YOU. WE DO NOT SCREEN OR EVALUATE THESE DELIVERY RECIPIENTS. 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 DELIVERY RECIPIENTS 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 DELIVERIES 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 Deliveries 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 13, 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. Termination of Prior Agreements
11.1. Prior TSA or PAA. This Section 11 only applies if you were a party to an effective
technology services agreement or platform access agreement (a “Prior Agreement
”) with Uber
immediately prior to your acceptance of this Agreement. Except as provided in Sections 11.2
and 13 below, you and Uber hereby terminate your Prior Agreement (except as provided in the
survival provision of such agreement) and the Deprecated Documents (defined
below)(collectively, “Prior Documents
”), effective as of your acceptance of this Agreement. The
parties, respectively, hereby waive any applicable notice requirements with respect to their
termination of the Prior Documents.
11.2. Other Agreements. Notwithstanding the termination of your Prior
Documents, you hereby (a) ratify, assume and confirm your obligations under any
supplements or addenda, except those that are no longer required by the Requirements
or applicable to your provision of Delivery Services (“Deprecated Documents
”), accepted
in connection with your Prior Agreement that are not expressly superseded by this PAA
or documents accepted in connection with the acceptance of this PAA, with such
changes as may be required to effectuate the foregoing (“Continuing Documents
”) and
(b) acknowledge and agree that as of your acceptance of this Agreement such
Continuing Documents are incorporated by reference and form a part of this Agreement.
We hereby ratify, assume and confirm our obligations under such Continuing
Documents. For the avoidance of doubt, as applicable, the definition of Continuing
Documents this shall include any addenda related to the provision of combined services.
12. Miscellaneous
12.1. 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.
12.2. 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.
12.3. 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.
12.4. 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.
12.5. Interpretation. In this Agreement, “including
” and “include
” mean
“including, but not limited to
.”
12.6. 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., 1515
3rd Street, San Francisco, CA 94158, Attn: Legal Department. All notices to you may be
provided electronically including through our Platform or by other means.
12.7. 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.
12.8. Entire Agreement. Except as specifically set forth in Section 12.4 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.
12.9. 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.
12.10. 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”.
12.11. 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.
13. 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.
13.1. 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.
13.2. 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 13.4—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.
13.3. 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 13.6, 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.
13.4. 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.
13.5. 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.
13.6. 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.
13.7. 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.
13.8. 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 13.2, and the limitations set forth in this Section 13.8). 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
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.
13.9. 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 13.2 and 13.8 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.
