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SERVICES AGREEMENT
This Services Agreement (“Agreement”) constitutes a legal agreement between Uber India
Systems Private Limited, a private limited liability company incorporated under the laws of
India, having corporate identity number U74120MH2013FTC247008 and having its office at
SCO/300, 1st and 2nd Floor, Sector 29, Gurgaon, Haryana, 122002, India (“Uber”) and
either:
(i) an individual driver engaged in the business of providing transportation services, in which
case, provisions in this Agreement that are addressed to ‘your Driver’ do not apply to you;
or
(ii) a fleet partner, being either an individual, a sole proprietorship or any other corporate
entity facilitating the provision of transportation services through drivers who are contracted
by such fleet partner (“fleet partner”), using the Uber Services under a licence from Uber
(in either case, "you").
Uber provides Uber Services (as defined below) for the purpose of providing lead
generation to you and/or your Drivers. Uber Services enable you and/or your Drivers to
seek, receive and fulfil requests for transportation services from an authorised User of
Uber’s mobile application (the “Uber App”).
You desire to enter into this Agreement for the purpose of accessing and using Uber
Services to enhance your business.
In order to use the Uber Services, you must agree to the terms and conditions that are set
forth below and any other terms and conditions as notified by Uber or any of its Affiliates to
you and/or your Drivers from time to time. Upon your acceptance (electronic or otherwise)
of this Agreement, you and Uber shall be bound by the terms and conditions set forth
herein.
You acknowledge and agree that Uber is a technology services provider that does
not provide Transportation services, function as a transportation carrier, nor operate
as an agent for the transportation of passengers.
This Agreement supersedes any previous agreement between you and Uber, including (for
the avoidance of doubt) the services agreement between you and Uber last updated on
October 1, 2019 and any supplements, amendments or modifications to such services
agreement. In the event that Drive Pass is discontinued, the terms and conditions set forth
in the Services Agreement dated October 1, 2019 shall apply in place of this Agreement.
This reversion shall occur automatically without the need for any further action by either
party.
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.
1.3 “Device” means an Uber Device or Your Provided Device, as the case may be.
1.4 “Driver”, in the event you are a fleet partner, means a principal, employee or
contractor of yours: (a) who meets the then current Uber requirements to be an
active driver using the Uber Services; (b) whom Uber authorises to access the Uber
Services to provide Transportation Services on your behalf; and (c) who has entered
into the Driver Addendum if providing Transportation Services on your behalf.
1.5 “Driver Addendum” means the terms and conditions that you, in the event you are a
fleet partner, are required to enter into with a Driver prior to such Driver providing
Transportation Services on your behalf (as may be updated by Uber from time to
time).
1.6 “Driver App” means Uber’s mobile application that enables transportation service
providers to access the Uber Services for the purpose of seeking, receiving and
fulfilling on-demand requests for transportation services by 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 you or
your Driver that enables you or your Driver to use and access the Driver App.
1.8 “Your Provided Device” means a mobile device owned or controlled by you or your
Driver: (a) that meets the then-current Uber specifications for mobile devices as may be
communicated by Uber from time to time; and (b) on which the Driver App has been
installed as authorised by Uber solely for the purpose of providing Transportation
Services.
1.10 “Territory” means the city or areas in India in which you and/or your Drivers are
enabled by the Driver App to receive requests for Transportation Services.
1.11 “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.
1.13 “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.
1.14 “Drive Pass” means the pass, howsoever termed, selected and purchased by you
via the Driver App which entitles you to utilise the Uber Services for a fixed duration
of time, to seek, receive and fulfil requests for Transportation Services from Users.
The operation and validity of Drive Pass shall be governed by the Pass Terms.
1.15 “Uber Device” means a mobile device owned or controlled by Uber that is provided
to you or your Driver solely for your or your Driver's use of the Driver App to provide
Transportation Services and for no other purpose whatsoever.
1.16 “Uber Services” mean Uber’s electronic services rendered via a digital technology
platform, being on-demand intermediary and related services that enable
transportation service providers to seek, receive and fulfil on-demand requests for
transportation services by 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.
1.17 “User” means an end user authorised by Uber to use the Uber App for the purpose
of obtaining Transportation Services offered by you or your Driver.
1.18 “User Information” means information about a User made available to you and/or
your 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.
1.19 “Vehicle” means any vehicle of yours and/or your Driver's that : (a) meets the
then-current Uber requirements for a vehicle on the Uber Services; and (b) Uber
authorises for your or your Driver's use for the purpose of providing Transportation
Services using the Driver App.
2.1 Driver IDs. Uber will issue to you or to each of your Drivers a Driver ID to enable you
or each of your Drivers to access and use the Driver App on a Device in accordance
with this Agreement. You agree that you will and will ensure that your Drivers will
maintain the Driver IDs in confidence and not share the Driver ID(s) with any third
party. You will immediately notify Uber of any actual or suspected breach or improper
use or disclosure of your or your Drivers' Driver ID(s) or the Driver App.
2.2 Provision of Transportation Services. When the Driver App is active, User
requests for Transportation Services may appear to you or your Drivers via the Driver
App if you or your Driver is available and in the vicinity of the User. If you or your
Driver accept(s) a User’s request for Transportation Services, the Uber Services will
provide you or your Driver with certain User Information via the Driver App, including
the User’s first name and pickup location. In order to enhance User satisfaction with
the Uber App and your Transportation Services, it is recommended that you or your
Driver waits for a User to show up at the requested pick-up location for such time
period as Uber may communicate to you from time to time, beyond which Users may
be charged a wait time fee and/or a cancellation fee. You or your Driver will obtain
the destination from the Driver App if the User elects to enter such destination via the
Uber App. You acknowledge and agree that once you or your Driver has accepted a
User’s request for Transportation Services, the Uber App may provide certain
information about you or your Driver to the User, including your or your Driver's first
name, contact information, your entity name, photo and location, and your or your
Driver's Vehicle’s make and license plate number. You shall not, and shall ensure
that all your Drivers do 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 you, you acknowledge and agree that: (a) you and/or your Driver shall
determine 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), you and/or your Driver shall possess all necessary equipment, tools
and other materials necessary to perform Transportation Services, at your and/or
your Driver’s own expense.
2.3 Your Relationship with Users. You acknowledge and agree that your provision of
Transportation Services to Users creates a legal and direct business relationship
between you and the User, to which Uber is not a party. Uber and its Affiliates are
not responsible or liable for the actions or inactions of a User in relation to you and
your or your Drivers' activities or Vehicle(s). You shall have the sole responsibility for
any obligations or liabilities to Users or third parties that arise from your or your
Drivers' provision of Transportation Services. You acknowledge and agree that you
and each of your Drivers 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. You acknowledge and agree that Uber may release your and/or your
Driver's contact and/or insurance information to a User upon such User’s reasonable
request. You acknowledge and agree that, unless specifically consented to by a
User, neither you nor your Driver may transport or allow inside any Vehicle
individuals other than a User and any individuals authorised by such User, during the
performance of Transportation Services for such User. You acknowledge and agree,
and shall ensure that your Drivers agree, that all Users should be transported directly
to their specified destination, as directed by the applicable User, without
unauthorised interruptions or unauthorised stops.
2.4 Your Relationship with Uber. You acknowledge and agree that Uber's provision to
you of the Driver App and the Uber Services creates a legal and direct business
relationship between Uber and you. Uber does not, and shall not be deemed to,
direct or control you or your Drivers generally, or in your or your Drivers' performance
under this Agreement specifically, including in connection with the operation of your
business, your or your Drivers' provision of Transportation Services, your or your
Drivers' acts or omissions, or the operation and maintenance of any Vehicles. You
and your Drivers retain the sole right to determine when and for how long you or
each of your Drivers will utilise the Driver App or the Uber Services. You and your
Drivers retain the option, via the Driver App, to attempt to accept or to decline or
ignore a User's request for Transportation Services, or to cancel an accepted
request for Transportation Services, subject to Uber’s applicable policies (including
the Community Guidelines).
You will not, and shall ensure that your Drivers do not: (a) display Uber’s or any of its
Affiliates’ names, logos or colours on any Vehicle(s); or (b) wear a uniform or any
other clothing displaying Uber’s or any of its Affiliates’ names, logos or colours,
unless you and Uber have agreed otherwise or if so required by law. You
acknowledge and agree that you have complete right and discretion to engage in or
operate other independent business(es) or income generating activities, and the
right to direct your Drivers to do so at your own discretion, including the ability to
provide services at any time to any third party, which are separate from the
Transportation Services. For the sake of clarity, you understand that you retain the
complete right to provide transportation services to your 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 you
and/or your Drivers from accessing or using the Driver App or the Uber Services in
the event of a violation of this Agreement, a violation of the Driver Addendum or any
applicable Uber policy, your or your Drivers' disparagement of Uber or any of its
Affiliates, or your or your 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 you and/or your Drivers
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 Your Relationship with Drivers. In the event you are a fleet partner, you shall have
the sole responsibility for any obligations or liabilities to your Drivers that arise from
your relationship with your Drivers (including in relation to the provision of
Transportation Services). You acknowledge and agree that you exercise sole control
over your Drivers and will comply with all applicable laws (including tax, social
security and employment laws) governing or otherwise applicable to your
relationship with your Drivers. Notwithstanding your right, if applicable, to take
recourse against a Driver, you acknowledge and agree that you are at all times
responsible and liable for the acts and omissions of your Drivers vis-à-vis Users and
Uber, even where such liability may not be mandated under applicable law. You shall
require each of your Drivers to enter into a Driver Addendum (as may be updated
from time to time) and shall provide a copy of each executed Driver Addendum to
Uber. You acknowledge and agree that Uber is a third party beneficiary to each
Driver Addendum, and that, upon a 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 a
third party beneficiary thereof.
2.6 Ratings.
2.6.1 You acknowledge and agree 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 you or your Driver, and optionally, to provide comments
or feedback about such Transportation Services and you or your Driver; and (b) after
providing Transportation Services, you or your 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. You shall yourself or shall instruct all your Drivers to provide ratings
and feedback in good faith.
2.6.2 You acknowledge that Uber desires that Users have access to high-quality services
via the Uber App. In order to continue to receive access to the Driver App and the
Uber Services, you or each of your 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 you or any of your Driver's average rating
falls below the Minimum Average Rating, Uber will notify you and may provide you or
your Driver, in Uber’s discretion, a limited period of time to raise your or your Driver's
average rating above the Minimum Average Rating. If you or such Drivers of yours do
not increase your or their average rating above the Minimum Average Rating within
the time period allowed (if any), Uber reserves the right to deactivate you or such
Drivers' access to the Driver App and the Uber Services. Additionally, you
acknowledge that your or your Drivers' repeated failure to accept User requests for
Transportation Services while you or your Drivers are logged in to the Driver App
creates a negative experience for Users of the Uber App. Accordingly, you agree and
shall ensure that your Drivers agree that if you or any of your Drivers do not wish to
accept User requests for Transportation Services for a period of time, you or such
Drivers will log off of the Driver App.
2.6.3 Uber and its Affiliates reserve the right to use, share and display your, Driver and
User ratings and comments in any manner in connection with the business of Uber
and its Affiliates without attribution to your or your Drivers' approval. You
acknowledge and agree that Uber and its Affiliates are distributors (without an
obligation to verify) and not publishers of your, 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 or its Affiliates’ content
policies. There is no obligation on you, your Drivers or the User to provide ratings or
comments nor is there any consequence of not providing a rating.
2.7 Devices.
2.7.1 Uber encourages you to use Your Provided Device for providing the Transportation
Services. Otherwise, Uber may supply upon request, Uber Devices to you or to each of
your authorized Driver and provide the necessary wireless data plan for such Devices,
provided that Uber will require reimbursement from you for the costs associated with the
wireless data plan of each Uber Device and/or request a deposit for each Uber Device.
You acknowledge and agree that: (a) Uber Devices may only be used for the purpose of
enabling your access or your Driver's access to the Uber Services; and (b) Uber Devices
may not be transferred, loaned, sold or otherwise provided in any manner to any party
other than to you or your Driver who is 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 your or your Driver's account, you agree to return to
Uber the applicable Uber Devices within ten (10) days. You acknowledge and agree 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 you elect to use Your Provided Device: (i) you and/or your Drivers are responsible for
the acquisition, cost and maintenance of Your Provided Devices as well as any
necessary wireless data plan; and (ii) Uber shall make available the Driver App for
installation on such of Your Provided Devices. Uber hereby grants the authorized user of
any of Your Provided Device a personal, non-exclusive, non-transferable user right to
install and use the Driver App on Your Provided Devices solely for the purpose of
providing Transportation Services. You agree to not, and shall cause each of your 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 you and/or your Drivers will delete and fully remove the
Driver App from Your Provided Device in the event that you and/or the applicable Driver
ceases to provide Transportation Services using Your Provided Device. You agree, and
shall inform each applicable Driver that: (i) use of the Driver App on Your Provided
Device requires an active data plan with a wireless carrier associated with Your Provided
Device, which data plan will be provided either by you or the applicable Driver at their
own expense; and (ii) use of the Driver App on Your Provided Device as an interface
with the Uber Services may consume very large amounts of data through the data plan.
Uber advises that Your Provided Device 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. You acknowledge and agree that your and each of your
Driver's geo-location information must be shared with Uber via a Device in order to
provide Transportation Services. You acknowledge and agree that: (a) your or your
Drivers' geo-location information will be monitored and tracked by the Uber Services
when you or your Drivers are logged into the Driver App and available to receive
requests for Transportation Services or when you or your Drivers are providing
Transportation Services; and (b) the approximate location of your or your Drivers'
Vehicle will be displayed to the User before and during the provision of
Transportation Services to such User. In addition, Uber and its Affiliates may monitor,
track and share your or your Drivers' 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, and in accordance
with the Uber Privacy Policy.
3. You/Drivers and Vehicles.
3.1 Your/Driver Requirements. You acknowledge and agree that you and/or each of
your Drivers shall at all times:
(i) a valid driver's license with the appropriate level of certification to operate the
Vehicle assigned by you to yourself or to such Drivers, and
(ii) all licenses, permits, approvals and authority applicable to you and/or your
Drivers 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;
In addition, if you or your Drivers are using the Uber App to provide Transportation
Services in conjunction with operating a taxi (“Taxi Services”), you and/or such
Drivers shall comply with all applicable laws with respect thereto. You acknowledge
and agree that Uber reserves the right, at any time in Uber's sole discretion, to
deactivate or otherwise restrict you from accessing or using the Driver App or the
Uber Services if you fail to meet the requirements set forth in this Agreement or the
Driver Addendum.
3.2 Vehicle Requirements. You acknowledge and agree 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 you or your Driver, or
otherwise in your or your Driver's lawful possession; (c) suitable for performing the
passenger transportation services contemplated by this Agreement; and (d)
maintained in 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.
3.3 Documentation. To ensure your and each of your Driver's compliance with all
requirements in Sections 3.1 and 3.2 above, you must provide Uber with written
copies of all such licenses, permits, approvals, authority, registrations and
certifications prior to provision of any Transportation Services by you and/or your
Drivers. Thereafter, you must submit to Uber written evidence of all such licenses,
permits, approvals, authority, registrations and certifications as they are renewed.
Uber shall, upon request, be entitled to review such licenses, permits, approvals,
authority, registrations and certifications from time to time, and your failure to provide
or maintain any of the foregoing shall constitute a material breach of this Agreement.
Uber reserves the right to independently verify your or any Driver's documentation
from time to time in any way Uber deems appropriate in its reasonable discretion.
4. Financial Terms
4.1 Fare Calculation and Your Payment. You are entitled to charge a 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 a base
fare amount plus distance (as determined by Company 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”). You are also
entitled to charge the User for any Tolls, taxes or fees incurred during the provision
of Transportation Services, if applicable and as communicated to you. You: (i)
appoint Uber as your limited payment collection agent solely for the purpose of
accepting the Fare, applicable Tolls, and any other amounts depending on the region
and/or if requested by you, applicable taxes and fees from the User on your behalf
via the payment processing functionality facilitated by the Uber Services; and (ii)
agree that payment made by User to Uber shall be considered the same as payment
made directly by User to you. In addition, the parties acknowledge and agree that as
between you 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 you do
not negotiate a different amount. You shall always have the right to: (i) charge a fare
that is less than the pre-arranged Fare; or (ii) negotiate, at your request, a Fare that
is lower than the pre-arranged Fare (each of (i) and (ii) herein, a “Negotiated Fare”).
Uber shall consider all such requests from you in good faith. Uber agrees to remit, or
cause to be remitted, to you on at least a weekly basis (a) the Fare less (i) the
applicable Uber fees, if any; (ii) the applicable taxes, including but not limited to,
GST; (ii) the applicable TDS, if any; (iii) any other applicable charges as may be
communicated by Uber from time to time; and (iv) the payments to be made to third
parties, such as, the applicable Tolls; and (b) any other amounts agreed to be paid
by Uber to you in their sole discretion from time to time, including incentive payments
(if any). If you have separately agreed, other amounts may be deducted from the
Fare prior to remittance to you (), the order of any such deductions from the Fare to
be determined exclusively by Uber.
4.2 Changes to Fare Calculation. Uber reserves the right to change the Fare
Calculation at any time in Uber’s discretion based upon local market factors. Uber
will provide you with notice 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 your consent to such change.
4.3 Fare Adjustment. Uber reserves the right to: (i) adjust the Fare for a particular
instance of Transportation Services (e.g., if you or your Driver took an inefficient
route, you or your Driver failed to properly end a particular instance of Transportation
Services in the Driver App, or if there is a technical error in the Uber Services, etc.);
or (ii) cancel the Fare for a particular instance of Transportation Services (e.g., a
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 Drive Pass. In consideration of Uber’s provision of the Uber Services, you agree to
select and purchase a Drive Pass. Drive Pass is a paid for subscription service
provided by Uber that entitles you to access the Uber Services to seek, receive and
fulfill requests for Transportation Services from Users for a specified period of time.
The duration of your Drive Pass will be specified to you in the Driver App at the time
of selection of Pass. You agree that your use of the Drive Pass is subject to terms
and conditions contained in the Pass Terms (as amended from time to time). In the
event you accept a request for Transportation Services in a city where Drive Pass is
not applicable, then Uber may charge Users a fee for availing such Transportation
Services and the same shall be deducted from the amount collected from the Users.
4.5 Cancellation Charges. You acknowledge and agree that Users may elect to cancel
requests for Transportation Services that have been accepted by you or your Driver
via the Driver App at any time prior to your or your Driver's arrival. In the event that a
User cancels an accepted request for Transportation Services, Uber may charge the
User a cancellation fee for Transportation Services on your behalf. If charged, this
cancellation fee shall be deemed the Fare for the cancelled Transportation Services
for the purpose of remittance to you hereunder (“Cancellation Fee”). The parties
acknowledge and agree that as between you and Uber, 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 you do not negotiate a different amount. You shall
always have the right to: (i) charge a cancellation fee that is less than the
Cancellation Fee; or (ii) negotiate, at your 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 you hereunder.
4.6 Receipts. As part of the Uber Services, Uber provides you with a system for the
delivery of receipts to Users for Transportation Services rendered. Upon completion
of Transportation Services for a User by you or your Driver, Uber prepares an
applicable receipt and issues such receipt to the User via email on your behalf
and/or the applicable Driver. Such receipts are also provided via email or the online
portal available to you on the Uber Services. Receipts include a breakdown of
amounts charged to the User for Transportation Services and may include specific
information about you or your Driver (including your entity's name and contact
information (if applicable), your or the applicable Driver's name, contact information,
photo, as well as the map of the route taken by you or such Driver). You agree that
and shall inform your 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. In addition, you shall maintain records of
Transportation Services rendered by you in accordance with all applicable laws and
regulations.
4.7 No Additional Amounts. You acknowledge and agree 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 the Uber App. You
acknowledge and agree that such advertising or marketing does not entitle you to
any additional monetary amounts beyond the amounts expressly set forth in this
Agreement.
4.8 Taxes. You acknowledge and agree that you are required to: (a) complete all tax
registration obligations and calculate and remit all tax liabilities related to your
provision of Transportation Services as required by applicable law; and (b) provide
Uber with all relevant tax information (including a valid GST, PAN, Aadhar Number
and Tax Registration Number belonging to you and/or your Drivers, to the extent that
such numbers are required of you and/or your Drivers by applicable law). You further
acknowledge and agree that you and each of your Drivers are responsible for taxes
on your respective own income arising from your provision of Transportation
Services. Notwithstanding anything to the contrary in this Agreement, Uber may in its
reasonable discretion based on applicable tax and regulatory considerations, or as
required under the law, collect and remit taxes resulting from your and/or any
Driver's provision of Transportation Services and/or provide any of the relevant tax
and other information you and/or any Driver has provided pursuant to the foregoing
requirements in this Section 4.8 directly to the applicable governmental tax
authorities on your and/or your Driver's behalf or otherwise.
4.9 Promotion fee. As part of Uber's promotion and marketing campaign, Uber may
engage you for promotion and publicity of Uber App in the Territory.
In lieu of the above services and subject to you achieving the eligibility criteria(s) as
set out by Uber or as agreed with you separately, you may receive a promotion fee
from Uber.
The details of such services (including eligibility criteria) and the amount of such
promotion fee would be communicated by Uber to you from time to time through in
App communication and/ or through any other mode. All payments in terms of this
clause shall be made subject to applicable withholding and other taxes. Uber shall
not be liable to bear any tax that you are required to bear under applicable law.
Further, wherever applicable, you shall raise GST-compliant invoices in respect of
such promotion services and undertake GST compliance, under the provisions of
GST laws. Uber reserves the right to recover the GST amount paid to you if it is
unable to claim GST credit on account of non-compliance by you.
4.10 Cash Rides. Uber may facilitate a ride option to Users in the Territory that allows
Users to pay for a given instance of Transportation Services provided by you in cash,
i.e “Cash Fare” (for clarity, “Cash Fare” has the same meaning as “Fare” in Section
4.1 above except as specifically set forth herein). In the event that you provide
Transportation Services to Users utilising the Cash Fare option, you acknowledge
and agree that (a) User shall pay you or your Driver directly rather than through the
Uber App; (b) you shall have the sole responsibility to collect the Cash Fare from
each User and to provide the correct change, as appropriate, to such User; (c) you
shall retain the Cash Fare; and (d) you shall be responsible for all taxes payable in
the Territory in connection with the Cash Fare.
5.1 License Grant. Subject to the terms and conditions of this Agreement, Uber hereby
grants you a non-exclusive, royalty-free, non-transferable, non-sublicensable,
non-assignable license, during the term of this Agreement, to use (and allow your
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 any applicable fees. All rights not expressly granted to
you and/or your Drivers are reserved by Uber, its Affiliates and their respective
licensors.
5.2 Restrictions. You 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 App on 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, you shall not, and shall not allow
Drivers or any other party to, access or use the Uber Services or Driver App to: (i)
design or develop a competitive or substantially similar product or service; (ii) copy
or extract any features, functionality, or content thereof; (iii) launch or cause to be
launched on 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 or Indian 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 your use
of the Uber Services, Driver App or Uber Data conveys or grants to you 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, you
acknowledge 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”). You agree you will not, and will ensure that your 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 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, 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, provided further that no such notice or
opportunity shall be required if disclosure is made pursuant to Section 7.1 below.
7. Privacy
7.1 Subject to all applicable laws, Uber may provide to a third party any information
(including personal data and any Uber Data) about you and/or your Drivers provided
hereunder if: (a) there is a complaint, dispute or conflict, including an accident,
between you or your 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; and/or (e) it is required or necessary, in Uber’s or any Affiliate’s sole
discretion, for insurance or other purposes related to your or your Drivers' ability to
qualify, or remain qualified, to use the Uber Services. You understand that Uber may
retain your or your Drivers' personal data for legal, regulatory, safety and other
necessary purposes after this Agreement is terminated. Uber processes personal
data (including that referenced in Section 2.7 above) in accordance with its Privacy
Policy.
7.2 Where you provide Uber or its Affiliates with any personal data of your own and/or of
your Drivers, you represent and warrant that: (i) you have provided the personal data
with your and/or such Drivers' consent and in compliance with all applicable laws
and (ii) you have taken reasonable steps to ensure that such personal data is
accurate, complete, up-to-date and fit for purpose.
8. Insurance
8.1 Prior to doing business with Uber, you agree to obtain the coverage required by
Sections 8.2 and 8.3 below at your sole cost and expense. You agree to review the
terms and conditions of such coverage to ensure that it provides the amounts of
coverage required by Sections 8.2 and 8.3 while you or your Drivers are using a
Vehicle to provide Transportation Services. As between you and Uber, it is your sole
responsibility to inform your insurer of the use of your Vehicle while providing
Transportation Services.
8.2 You agree to maintain during the term of this Agreement on all Vehicles operated by
you and/or your Drivers commercial automobile liability insurance that provides
protection against bodily injury and property damage to yourself/your Drivers, your
passengers and third parties at levels of coverage that satisfy the minimum
requirements to operate a private passenger vehicle on the public roads as per
applicable laws within the Territory. This coverage must also include any other
insurance required by law for the operation of a motor vehicle in the Territory that
may not be waived by an insured. You agree to provide Uber and its Affiliates a copy
of the insurance policy, policy declarations, proof of insurance identification card and
proof of premium payment for the insurance policy required in this Section 8.2 upon
request. Furthermore, you must provide Uber with written notice of cancellation of
any insurance policy required by Uber. Uber shall have no right to control your
selection or maintenance of your policy. You and/or your Drivers must be a named
insured or individually rated driver, for which a premium is charged, on the insurance
policy required in this Section 8.2 at all times.
8.3 You agree to maintain, during the term of this Agreement, relevant workers’
compensation insurance if and as required by any applicable laws in the Territory. If
permitted by applicable law, you may choose to insure yourself and/or your Drivers
against industrial injuries by maintaining occupational accident insurance in place of
workers’ compensation insurance. Furthermore, if permitted by applicable law, you
may choose not to insure yourself or your Drivers against industrial injuries at all, but
do so at your own risk.
8.4 You understand and acknowledge that your commercial automobile insurance policy
may not afford liability, comprehensive, collision, medical payments, first or third
party no fault personal injury protection, uninsured motorist, underinsured motorist or
other coverage while you provide any Transportation Services pursuant to this
Agreement. If you have any questions or concerns about the scope or applicability of
your own insurance coverage, it is your responsibility, not Uber’s, to resolve them
with your insurer(s).
8.5 You shall add Uber (or any Affiliate which may be designated by Uber from time to time)
to your insurance policies required in Sections 8.1, 8.2 and 8.3 above as an additional
insured, and shall, upon Uber’s request, provide Uber with a copy of such insurance
certificate(s) within seven (7) days of such request.
9.1 By You. You hereby represent and warrant that: (a) you have full power and
authority to enter into this Agreement and perform your obligations hereunder; (b)
you are duly organized, validly existing and in good standing under the laws of the
jurisdiction of your origin; (c) you have not entered into, and during the term will not
enter into, any agreement that would prevent you from complying with this
Agreement; (d) you will comply with all applicable laws in your performance of this
Agreement, including holding and complying with all permits, licenses, registrations
and other governmental authorisations necessary to provide (i) Transportation
Services yourself or through your Drivers using the Vehicles pursuant to this
Agreement; and (ii) passenger transportation services to third parties in the Territory
generally; and (e) you, in case you are a fleet partner, shall require all your 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 and its Affiliates (as applicable) provide, and you
accept, the Uber Services, Driver App and the Uber Devices on an “as is” and “as
available" basis, and do not represent, warrant or guarantee that your or your
Drivers' 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 and its Affiliates function as an on-demand lead generation and
related service providers only and Uber and its Affiliates make no representations,
warranties or guarantees as to the actions or inactions of the Users who may request
or receive Transportation Services from you or any of your Driver hereunder, and
Uber and its Affiliates need not screen or otherwise evaluate Users. By using the
Uber Services and Driver App, you acknowledge and agree that you or your Drivers
may be introduced to a third party (including Users) that may pose harm or risk to
you, your Drivers or other third parties. You and your 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 your limited payment collection agent for the purpose of accepting
payment from Users on your behalf as set forth in Section 4 above, Uber expressly
disclaims all liability for any act or omission of yours, any of your Drivers, any User or
other third party.
9.3 No Service Guarantee. Uber and its Affiliates do not guarantee the availability or
uptime of the Uber Services or Driver App. You acknowledge and agree 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 Uber and its Affiliates are
not responsible for any delays, delivery failures or other damages, liabilities or losses
resulting from such problems.
10. Indemnification
10.1 General. You shall indemnify, defend (at Uber’s option) and hold harmless Uber and
its Affiliates and each of their respective officers, directors, employees, agents,
successors and assigns from and against any and all liabilities, losses, costs,
expenses (including legal fees), damages, penalties, fines, social security
contributions and taxes arising out of or related to: (a) your breach of your
representations, warranties or obligations under this Agreement; or (b) a claim by a
third party (including Users, regulators and governmental authorities) directly or
indirectly related to your provision of Transportation Services or use of the Uber
Services.
10.2 As between you and Uber, you are and shall be solely responsible for your and/or your
Drivers’ provision of Transportation Services. As such, you 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 your and/or your
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 on 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) your, your Drivers' 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 obligation to remit amounts due to you
pursuant to Section 4 above, but subject to any limitations or other provisions
contained in these Agreement, which are applicable thereto, in no event shall the
liability of Uber and/or any of its Affiliates under this Agreement exceed the amount
actually paid by or due from you towards purchase of the Drive Pass to Uber
hereunder in the 6 months period immediately preceding the event giving rise to
such claim. You acknowledge and agree that any and all claims you have or purport
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
you forfeit all rights in respect of that claim if you fail to do so. These limitations do
not purport to limit liability that cannot be excluded by applicable law.
12.1 Term. This Agreement shall commence on the date that the Agreement is executed
by you (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 you and/or a particular Driver of yours immediately,
without notice, in the event you and/or such Driver of yours no longer qualifies, under
applicable law or the standards and policies of Uber and its Affiliates, 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, you and all your Drivers,
as applicable, shall: (a) promptly return to Uber all Uber Devices; and (b)
immediately delete and fully remove the Driver App from all of Your Provided
Devices. Outstanding payment obligations and Sections 1, 2.3, 2.4, 2.5, 4.7, 4.8, 4.9,
4.10(d), 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 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 on your behalf, 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 labour law, tax law or social security law or insurance
perspective), between you and Uber or Uber and any Driver; and (b) no joint venture,
partnership, or agency relationship exists between you and Uber or Uber and any
Driver. You have no authority to bind Uber and/or its Affiliates, and undertake not to
hold yourself out, and ensure that none of your Drivers hold themselves out, as an
employee, worker, agent or authorized representative of Uber and/or its Affiliates.
Uber’s facilitation of Fare payments from Users to you does not alter this relationship
at all.
13.2 Where, by implication of mandatory law or otherwise, you or any Driver may be
deemed an employee, worker, agent or representative of Uber or any of its Affiliates,
you undertake and agree to indemnify, defend (at Uber’s or the applicable Affiliate’s
option) and hold Uber and any of its Affiliates harmless from and against any claims
by any person, entity, regulators or governmental authorities based on such implied
employment, agency or representative relationship.
13.3. You expressly acknowledge and agree that by agreeing to the terms and conditions of
this Agreement, you and/or your Drivers intend to perform Transportation Services in a
non--incidental manner and, as such, Uber will consider you to be a taxable person in
accordance with all applicable GST and indirect tax legislation.
14.1 Assignment. Uber may assign or transfer this Agreement or any or all of their
respective rights or obligations hereunder, in whole or in part, without consent. Uber
may subcontract its rights and obligations under this Agreement to any person
without consent. You may not assign or transfer this Agreement or any of its rights or
obligations hereunder, in whole or in part, without Uber's prior written consent. You
may not subcontract your rights or obligations under this Agreement to any person.
14.2 Entire Agreement. This Agreement, including the recitals, terms contained in any
hyperlinks referenced in this Agreement and all Addenda and 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
a part of this Agreement.
14.3 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, on the
online portal available to you on the Uber Services. Uber reserves the right to modify
any information referenced at hyperlinks from this Agreement from time to time. You
hereby acknowledge and agree that, by using the Uber Services, or downloading,
installing or using the Driver App, you are bound 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 App after any such changes shall
constitute your consent to such changes.
14.4 Supplemental Terms and Addenda. Supplemental terms may apply to your and
your Drivers' 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”). Addenda to this Agreement may also apply, setting forth
additional Territory specific and/or service-specific terms, as made available and as
updated by Uber from time to time (individually "Addendum").You may be presented
with certain Supplemental Terms and/ or Addenda from time to time, which are in
addition to, and shall be deemed a part of, this Agreement. Supplemental Terms and
Addenda shall prevail over this Agreement in the event of a conflict.
14.6 No Third Party Beneficiaries. Except as otherwise set forth in Section 2.5 above,
you acknowledge that there are no 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 you under this Agreement will be delivered
by email to the email address associated with your account or by posting on the
Driver App or the online portal available to you via the Uber Services. Any notice
delivered by you to Uber under this Agreement must be delivered by contacting Uber
at t.uber.com/partner-contact in the "Contact Us" section.
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 India, excluding its rules on conflicts of laws. 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 settled amicably between the Parties within 30 (thirty) days of arising of such
dispute (“amicable settlement”). If the amicable settlement fails then the dispute
shall be subject to the exclusive jurisdiction of the courts of India.
By clicking “I accept”, you expressly acknowledge that you have read, understood, and
taken steps to thoughtfully consider the consequences of this Agreement, that you agree to
be bound by the terms and conditions of this Agreement, and that you are legally competent
to enter into this Agreement with Uber.
DRIVER ADDENDUM TO SERVICES AGREEMENT
Fleet Partner and Uber have separately entered into a Services Agreement (“Agreement”) in
order for Fleet Partner to access the Uber Services.
In addition to the transportation services that the Driver regularly performs pursuant to their
arrangement with Fleet Partner, Driver is interested in receiving lead generation and related
services through the Uber Services. Fleet Partner and Driver desire to enter into this Addendum
to define the terms and conditions under which Driver may receive such lead generation and
related services via the Uber Services.
In order to use the Uber Services, the Driver and Fleet Partner must agree to the terms and
conditions that are set forth below. Upon Driver’s execution (electronic or otherwise) of this
Addendum, Driver and Fleet Partner shall be bound by the terms and conditions set forth
herein. Capitalised terms used but not defined herein shall have the meaning ascribed to them
in the Agreement.
In addition to the Sections set out below, Driver agrees and acknowledges that it has read and
understood the terms of the Agreement, and agrees to comply with all terms addressed to ‘your
Driver’ therein.
2.1. Driver IDs. Driver will be issued a Driver ID for providing Transportation Services to enable
Driver to access and use the Driver App on a Device in accordance with this Addendum. Driver
will maintain his or her Driver ID in confidence and not share it with any third party, and will
immediately notify Fleet Partner of any actual or suspected breach or improper use or disclosure
of the 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 Driver via the Driver App if Driver is available and in the
vicinity of the User. If Driver accepts a User’s request for Transportation Services, the Uber
Services will provide certain User information to Driver via the Driver App, including the User’s
first name and pickup location. In order to enhance User satisfaction with the Uber App and
your Transportation Services, it is recommended that the Driver waits for a User to show up
at the requested pick-up location for such time period as Uber may communicate to you
from time to time, beyond which Users may be charged a wait time fee and/or a cancellation
fee. Driver will obtain the destination from the Driver App if the User elects to enter such
destination via the Uber App. Driver acknowledges and agrees that once he or she has
accepted a User’s request for Transportation Services, the Uber Services may provide certain
information about Driver to the User, including Driver’s first name, contact information, Fleet
Partner entity name, photo and location, and Driver’s Vehicle make and license plate number.
Drivers shall not contact Users or use any User’s personal data for any reason other than for the
purposes of fulfilling Transportation Services. Driver agrees that his or her contact and/or
insurance information may be released to a User upon such User’s reasonable request. Driver
may not, unless specifically consented to by a User, 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. Driver shall transport all Users directly to
their specified destination, as directed by the applicable User, without unauthorized interruption
or unauthorized stops.
2.3. Driver’s Relationship With Uber. Uber does not, and shall not be deemed to, direct or
control Driver generally or in Driver’s performance of Transportation Services or maintenance of
any Vehicles. Driver acknowledges that Uber does not control, or purport to control: (a) when or
for how long Driver will utilize the Driver App or the Uber Services; or (b) Driver’s decision, via
the Driver App, to attempt to accept or to decline or ignore a User’s request for Transportation
Services, or to cancel an accepted request for Transportation Services, via the Driver App,
subject to Uber’s then-current cancellation policies. Driver may be deactivated or otherwise
restricted from accessing or using the Driver App or the Uber Services in the event of a violation
of this Addendum or Fleet Partner’s violation of the Agreement, or Driver’s or Fleet Partner’s
disparagement of Uber or any of its Affiliates, or Driver’s or Fleet Partner’s act or omission that
causes harm to Uber’s or any of its Affiliates’ brand, reputation or business as determined by
Uber in its sole discretion. Uber also retains the right to deactivate or otherwise restrict Driver
from accessing or using the Driver App or the Uber Services for any other reason at the sole
and reasonable discretion of Uber. Additionally, Driver acknowledges Uber’s rights in the 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”). Driver agrees that he or she will 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.
2.4. Ratings.
2.4.1. Driver 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, 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.
Driver shall provide ratings and feedback in good faith.
2.4.2. In order to continue to receive access to the Driver App and the Uber Services, Driver
acknowledges that he or she 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
Driver’s average rating falls below the Minimum Average Rating, Driver may be provided a
limited period of time to raise his or her average rating above the Minimum Average Rating.
Driver agrees that if Driver does not increase his or her average rating above the Minimum
Average Rating within the time period allowed (if any), Uber may deactivate such Driver’s
access to the Driver App and the Uber Services. Driver agrees that repeated failure to accept
User requests for Transportation Services while Driver is logged in to the Driver App creates a
negative experience for Users of Uber’s mobile application. Accordingly, Driver agrees that if
they are logged in to the Drive App, they will strive to accept a substantial portion of User
requests for Transportation Services, and that if they do not wish to accept User requests for
Transportation Services for a period of time, they will log off of the Driver App.
Addendum to Services Agreement for Fleet Partners
This is an Addendum to the Agreement (above) between a fleet partner, being either an
individual, a sole proprietorship or any other corporate entity facilitating the provision of
transportation services through drivers who are contracted by such fleet partner, using the
Uber Services under a license from Uber (“Fleet Partner”) and Uber. This Addendum
contains information about additional terms and conditions that are applicable to Fleet
Partners.
Capitalised terms used but not defined herein shall have the meaning ascribed to them in
the Agreement.
Fleet Partner, when driving as an individual driver for Uber, may purchase and utilize the
Drive Pass, subject to the terms and conditions set forth by Uber for individual drivers
availing Drive Pass as set out in the Agreement. However, for Fleet Partners and Drivers
working under such Fleet Partners and using the Uber Services, the terms set out in
Section 2 below shall apply.
In consideration for the provision of Uber Services to the Fleet Partner and its Drivers, the
Fleet Partner agrees to pay Uber a fee which is calculated on a daily basis (“Uber Fee”).
This Addendum shall govern the calculation of such Uber Fee in respect of the Fleet
Partner’s Drivers who use the Uber App to provide Transportation Services. For the
avoidance of doubt, this Addendum shall not apply to the Fleet Partner if he has purchased
a Drive Pass in his personal capacity and is providing Transportation Services in his
personal capacity.
(a) The Uber Fee payable by the Fleet Partner shall be calculated on a daily basis,
equivalent to the current daily Rate (as defined in the Pass Terms) for that day
multiplied by the number of Fleet Partner’s Drivers who have taken at least one trip
for that day. Other than the Uber Fee, Fleet Partner shall not be required to pay any
additional fee or commission to Uber in respect of such Drivers for the
Transportation Services provided by them during that day.
(b) The daily Rate shall be notified to the Fleet Partners electronically via the Driver App
from time to time. Fleet Partner acknowledges and agrees that Uber may: (i) adjust
the daily Rate; or (ii) introduce a new model to determine the Uber Fee payable by
the Fleet Partner. Continued use of the Uber Services after any such change in the
Uber Fee calculation shall constitute Fleet Partner's consent to such change.
(c) The Uber Fee payable for the Fleet Partner for each day shall be deducted from the
Fleet Partner’s wallet balance the following day marked as “Miscellaneous payment”
in the wallet summary.
3. Entire Agreement.
This Addendum together with the Agreement (including other applicable terms and
addendums referenced therein) constitutes the entire agreement between the parties
concerning the Drive Pass for Fleet Partners and its Drivers. To the extent there is any
inconsistency between the terms of this Addendum and the Agreement, the terms of this
Addendum shall prevail with respect to the specific subject matter hereof.