O'Connor et al v. Uber Technologies, Inc. et al
ORDER Approving in Part Defendant's Corrective Notices. Signed by Judge Edward M. Chen on 5/29/2014. (Attachments: # 1 Exhibit, # 2 Exhibit, # 3 Exhibit). (emcsec, COURT STAFF) (Filed on 5/29/2014)
SOFTWARE LICENSE AND ONLINE SERVICES AGREEMENT
This Agreement constitutes a legal agreement between you (“Transportation Company” or
“You”) and Uber Technologies, Inc., a Delaware corporation (“Uber” or “Vendor”).
Uber is the developer of a mobile application and associated software (the “Software” as
defined below) and the Uber Services (as defined below). The mobile application and Software
enables a person who has downloaded a copy of the Uber App (as defined below) and signed
up as a user to request transportation services from transportation companies who have
executed this Agreement and have downloaded and are using the Driver App (as defined
Uber does not provide transportation services and is not a transportation carrier.
You are an independent company in the business of providing transportation services, which
business you are authorized to conduct in the state(s) and jurisdiction(s) in which you operate.
As used herein, “You” and “Transportation Company” shall include your employees,
subcontractors, agents and representatives, all of which shall be bound by the terms of this
Agreement. You desire to enter into this Agreement for the purpose of accessing and using the
Uber Services and Software to increase your transportation business.
In order to use the Uber Services and the associated Software, You must agree to the terms
and conditions that are set out below. Upon Your electronic execution of this Agreement, You
and Uber shall be bound by the terms and conditions set forth herein.
IMPORTANT: PLEASE NOTE THAT TO USE THE UBER SERVICES
AND THE ASSOCIATED SOFTWARE, YOU MUST AGREE TO THE
TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW
THE ARBITRATION PROVISION SET FORTH BELOW IN SECTION 14.3
CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES
WITH UBER ON AN INDIVIDUAL BASIS THROUGH FINAL AND
BINDING ARBITRATION UNLESS YOU CHOOSE TO OPT OUT OF THE
ARBITRATION PROVISION. BY VIRTUE OF YOUR ELECTRONIC
EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING
THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF
THIS AGREEMENT (INCLUDING SECTION 14.3) AND HAVE TAKEN
TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT
BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO
ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION
PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN
SECTION 14.3 BELOW.
In addition to the terms defined elsewhere in this Agreement, the following definitions
‘“Affiliated Company” means a company that directly or indirectly is under control of or
controls that relevant party, by having more than fifty percent (50%) of the voting stock
or other ownership interest or the majority of the voting rights.
"App" means the software application developed, owned, controlled, managed,
maintained, hosted, licensed and/or designed by Uber (or its Affiliated Companies) to
run on smartphones, tablet computers and/or other devices, through which the Uber
Service is made available.
“Change Notice” has the meaning as set out in Section 5.4 (Invoice Terms).
"City" means the state, city, municipality, place, region or territory in which the Driving
Service shall be made available by the Transportation Company.
“Data” means all data with regard to or transmitted using the Device, the App, the Driver
App, the Uber Service or the Driver ID, or data relating to the User and/or the Ride.
"Device" means the relevant smartphone or such other device as made available by
Uber (in its sole discretion) to the Driver in order for the Driver to use and have (limited)
access to the Uber Service and to enable the Driver in providing the Driving Service to
"Driver" means the person who is a member, employee, contractor or business affiliate
of, or otherwise retained by the Transportation Company and who shall render the
Driving Service of whom the relevant contact details (including copy of the driver's
license) are provided to Uber.
“Driver Addendum” means the applicable terms and conditions that Transportation
Company is required to enter into with all Drivers prior to allowing access to the Software
and Uber Services. The Driver Addendum is available at www.uber.com, and is specific
to certain Uber products and Driver’s location. Uber may update the Driver Addendum
from time to time at its sole discretion. By consenting to this agreement, You are
consenting to the Driver Addendum.
“Driver App” means the software application developed, owned, controlled, managed,
maintained, hosted, licensed and/or designed by Uber (or its Affiliated Companies) to
run on the Device.
“Driver ID” means the identification and password key allotted by Uber to a Driver by
which the Driver can access and use the Driver App and Device.
"Driving Service" means the transportation service as provided, made available or
rendered by the Transportation Company (through the Driver (as applicable) with the
Vehicle) upon request of the User through the App.
"Fare" means the amount (including applicable taxes and fees) that the Transportation
Company is entitled to charge the User for the Ride, based on the recommended fares
for the City as set out on http://www.uber.com or on the App.
“Fee” means the commission paid by the Transportation Company to Uber for the
"Intellectual Property Right" means any patent, copyright, invention, database right,
design right, registered design, trademark, trade name, brand, logo, slogan, service
mark, know-how, utility model, unregistered design or, where relevant, any application
for any such right, know-how, trade or business name, domain name (under whatever
extension, e.g. .com, .nl, .fr, .eu, etc.) or other similar right or obligation whether
registered or unregistered or other industrial or intellectual property right subsisting in
any territory or jurisdiction anywhere in the world.
"Ride" means the transportation of the User by the Driver from the point of pick-up of the
User until the point of drop-off of the User.
“Software” means Uber’s mobile application and associated software, including but not
limited to the App and Driver App.
"Toll Charges" means any and all road, bridge, ferry, tunnel and airport toll charges,
including inner-city congestion, environmental or similar charges.
"Uber Service" means the on-demand, lead-generation service through the App, SMS
(text messaging), web based requests or such other platforms, communication media or
channels as are from time to time operated and made available by or on behalf of Uber
that allow a User to request Driving Service from a Driver (who shall render the Driving
Service on behalf of the Transportation Company) as available to and accepted by the
User. “Uber Service” also includes Uber’s arrangement for a third party payment
processor or mobile payment platform to process the Fare for a Ride requested via the
App and distribution of the Fare (minus the Fee) to the Transportation Company.
"User" means a person who has signed up and is registered with Uber for the use of the
App and/or the Uber Service.
“User Information” Information provided by Uber to the Driver via the Driver App
indicating the User’s name, the User’s pick-up location and photo of the User, if the User
has elected to include a photo in the User’s profile with Uber.
"Vehicle" means any motorized vehicle (whether powered by an internal combustion,
hybrid or an electrical engine) that is in safe and clean condition and fit for passenger
transportation as required by applicable laws and regulations and that has been
accepted by Uber and identified as the vehicle to be used by the Driver in the provision
of the Driving Service.
“Website” means the Uber website www.uber.com.
Use of and access to the Driver App
Uber hereby grants Transportation Company a non-exclusive, non-transferable, right to
use the Software and Uber Service, subject to the terms and conditions of this
Agreement for the sole purpose of providing and rendering the Driving Service in and/or
from within the City to and for the benefit of the Users. All rights not expressly granted to
you are reserved by Uber and its licensors.
Transportation Company shall not and will ensure that Driver does not (i) license,
sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or
make available to any third party the Uber Service, the Software, or the Device in any
way; (ii) modify or make derivative works based upon the Uber Service or the Software;
(iii) create Internet “links” to the Uber Service or Software or “frame” or “mirror” any
Software on any other server or wireless or Internet-based device; (iv) reverse engineer,
decompile, modify, or disassemble, except as allowed under the applicable law; (v)
access the Software in order to (a) build a competitive product or service, (b) build a
product using similar ideas, features, functions or graphics of the Uber Service or
Software, or (c) copy any ideas, features, functions or graphics of the Uber Service or
Software; or (vi) launch an automated program or script, including, but not limited to,
web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms,
or any program which may make multiple server requests per second, or unduly burdens
or hinders the operation and/or performance of the Uber Service or Software.
Transportation Company may not use the Software and Uber Service to: (i) send spam
or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send
or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious
material, including material harmful to children or violative of third party privacy rights;
(iii) send or store material containing software viruses, worms, Trojan horses or other
harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt
the integrity or performance of the Software or Service or the data contained therein; or
(v) attempt to gain unauthorized access to the Software or Service or its related systems
Unavailability. The Transportation Company acknowledges and agrees that the Software
or the Uber Service may, from time to time, be unavailable (e.g. due to scheduled
maintenance or system upgrades) and that Uber cannot, and does not, guarantee an
specific or minimum availability of the Software or the Uber Service.
Ownership. Uber (and its Affiliated Companies and licensors, where applicable) shall
own and have all rights (including Intellectual Property Rights) in and to the Device, the
Software, the Uber Service, the Driver ID and the Data. Insofar the Transportation
Company and/or Driver may, by operation of applicable law or otherwise, obtain any
rights (including Intellectual Property Rights) in relation thereto, these rights shall be and
are hereby transferred (insofar permitted under the applicable law, in advance) to Uber
(rights obtained by any Driver should be transferred via the Transportation Company).
Where a transfer may not be permissible under the applicable mandatory law, the
Transportation Company hereby undertakes to grant and to procure from the Driver a
grant to Uber of a perpetual, exclusive (exclusive also with regard to Transportation
Company and/or Driver), world-wide and transferable right and license under any such
OBLIGATIONS OF THE TRANSPORTATION COMPANY
Transportation Company shall have the sole responsibility for any obligations or liabilities
to Drivers, Users or third parties that arise from its provision of the Driving Service.
By using the Uber Services to receive and accept requests for transportation and by
providing the Driving Service to the User, the Transportation Company accepts, agrees
and acknowledges that a direct legal relationship is created and assumed solely
between the Transportation Company and the User. Uber shall not be responsible or
liable for the actions, omissions and behavior of the User in or in relation to the activities
of the Transportation Company, the Driver and the Vehicle.
Transportation Company acknowledges and agrees that it and the Driver are solely
responsible for taking such precautions as may be reasonable and proper (including
taking out adequate insurance in conformity with standard market practice and in
conformance with any applicable regulations or other licensing requirements) regarding
any acts or omissions of the User. Transportation Company acknowledges and agrees
that Uber may release the contact or insurance information of Transportation Company
to a User upon User request.
The Transportation Company represents and undertakes to procure that the Driver shall
comply with, adhere to and observe the terms and conditions set forth in this Agreement,
the Driver Addendum, and all applicable laws, regulations, rules, statutes or ordinances
governing or otherwise relating to the Driving Service. To the extent required, the
Transportation Company hereby agrees and ensures that the rights, covenants,
undertakings, representations and obligations of the Driver as set out in this Agreement
shall apply to, and be assumed, accepted and taken over by the Driver. The
Transportation Company shall provide copies of all executed Driver Addendums to Uber
upon Uber’s request.
The Transportation Company acknowledges and agrees that it exercises sole control
over the Driver and will comply with all applicable laws and regulations (including tax,
social security and employment laws) governing or otherwise applicable to its
relationship with the Driver. Uber does not and does not intend to exercise any control
over the Driver’s (or the Transportation Company’s) actions or the operation or physical
condition of the Vehicle (except as provided under the Agreement).
Transportation Company undertakes that it will, and that it will ensure that its Driver(s)
will, safeguard, protect and keep the Driver ID at all times confidential and safely stored
and shall not disclose it to any person other than those who need to have access to the
Driver ID in order to render and/or provide the Driving Service.
Transportation Company undertakes that it will, and that it will ensure that its Driver(s)
will, safeguard, protect and keep the User Information received from Uber and the
details of any Ride, at all times confidential and shall not disclose it to any person or
store the information in any manner, except as required by law.
Transportation Company will immediately notify Uber of any actual or suspected security
breach or improper use of the Device, the Driver App, the Driver ID, the Data or of the
USE OF UBER SERVICE AND SOFTWARE BY DRIVERS
Uber will issue the Transportation Company a Driver ID for each Driver retained by the
Transportation Company to enable Transportation Company and/or the Driver (as
applicable) to access and use the Driver App and the Device in accordance with the
Driver Addendum. Uber will have the right, at all times and at Uber's sole discretion, to
reclaim, prohibit, suspend, limit or otherwise restrict the Transportation Company and/or
the Driver from accessing or using the Driver App or the Device. Uber may charge a fee
for the use of the Device or request a retainer fee and/or a security deposit per Device.
Information provided to Users
Once the Driver has accepted a User’s request for transportation, Uber will provide the
User Information to the Driver via the Driver App, including the User’s location. The User
shall inform the Driver of the destination. Transportation Company acknowledges and
agrees that once the Driver has accepted a User’s request for transportation, Uber may
provide specific information to the User regarding the Transportation Company and
Driver in relation to the Driving Service, including but not limited to the Transportation
Company’s name, Driver’s name, Driver’s photo, license number, geo-location and
The Transportation Company and its Drivers retain the sole right to determine when and
for how long each of them will utilize the Software and Services to receive lead
generation service. The Transportation Company and its Drivers also retain the option
to accept or reject each request for transportation received via the Driver App. However,
Transportation Company and Driver agree to utilize the App at least once a month to
accept a request for transportation.
Driver and User Review.
Users who have used the Driving Service will be asked by Uber to comment on the
Driving Service and to provide a score for the Driving Service and the Driver. Uber
reserves the right to post these comments and scores on the App or the Website (or
such other platforms as owned, managed, controlled or managed by Uber) without
reference to the Customer, Transportation Company or Driver. Uber shall also request
the Transportation Company and/or the Driver to comment on and to provide a score for
the User on the Driver App. Transportation Company will and will require that its Drivers
will provide accurate and objective feedback that does not violate any applicable laws
The Transportation Company acknowledges that Uber is a distributor (without any
obligation to verify) and not a publisher of these comments and scores. Uber reserves
the right to refuse, edit or remove unfavorable reviews in the event that such reviews
include obscenities or mention an individual’s name or violate any privacy laws or any
other applicable laws and regulations. Beyond the legal and regulatory requirements,
Uber shall not have and hereby disclaims any liability and responsibility for the content
and consequences of (the publication or distribution of) any comments, scores or
reviews howsoever or whatsoever.
The Transportation Company acknowledges that Uber desires to provide users of its
Software with the opportunity to connect with Transportation Companies that maintain
the highest standards of professionalism. Transportation Company agrees that its
Drivers will maintain high standards of professionalism and service, including but not
limited to professional attire and maintaining an average Customer score set by Uber
based on feedback from users of its Software. Uber utilizes a five-star rating system
designed to allow the Users of its Software to provide feedback on the level of service
provided by those transportation providers who accept requests for transportation
received via the Service. Transportation Company understands that there is a minimum
star-rating Drivers must maintain to continue receiving access to the Service and
Software. In the event a Driver’s star-rating falls below the applicable minimum starrating, Uber will notify Transportation Company by email or other written means. In the
event the star-rating (based on User feedback) has not increased above the minimum,
Uber may deactivate the Driver’s access to the Software and Service. Uber reserves the
right, at all times and at Uber's sole discretion, to reclaim, prohibit, suspend, limit or
otherwise restrict the Transportation Company and/or the Driver from accessing or using
the Driver App or the Device if the Transportation Company or its Drivers fail to maintain
the standards of appearance and service required by the users of the Uber Software.
Disclosure of Information. In case of a complaint, dispute or conflict between the
Transportation Company or the Driver on the one hand and the User on the other hand
or in other appropriate instances where a legitimate reason for such disclosure exists
(for example, receipt by Uber of a subpoena or warrant requesting information), Uber
may, but shall not be required to – to the extent permitted by applicable laws and
regulations – provide the User, Transportation Company, the Driver and/or the relevant
authorities the relevant data (including personal data) of the Transportation Company or
the Driver. Uber may also disclose certain information of the Transportation Company or
the Driver as set forth in this Agreement.
CALCULATION OF FARES AND FEES
The recommended pricing structure used in calculating the Fare for the Driving Service
can be found at www.uber.com, or on the App or can at any time be communicated to
the Transportation Company by Uber.
As part of its Services provided to Transportation Company, Uber will arrange for a third
party payment processor or mobile payment platform to process the Fare for a Ride
requested via the App to the User designated credit card or mobile payment platform.
Transportation Company understands and agrees that, for the mutual benefit of the
Parties, Uber may endeavor to attract new Users to the Service and Software, and to
increase existing Users’ use of the Service and Software, through advertising and
marketing to the effect that tipping the Transportation Company and/or its Drivers is
“voluntary,” “not required,” and/or “included” in the Fare paid by the User. Transportation
Company understands that the aim of advertising and marketing to the effect that there
is no need to leave a tip is ultimately to increase the number of trip requests the
Transportation Company and/or its Drivers receive through the Service and Software.
Transportation Company agrees that the existence of any such advertising or marketing
does not entitle Transportation Company to any payment beyond the payment of Fares
to Transportation Company as provided in this Agreement.
Transportation Company acknowledges and agrees that, in Uber’s sole discretion, a
User’s cancellation fee may be waived.
Transportation Company shall pay Uber a Fee per Ride, which shall be set by Uber at
Uber’s sole discretion based upon local market factors and may be subject to change.
The Fee is calculated as a percentage of each Fare. The Fare will be collected by Uber
for and on behalf of the Transportation Company. Transportation Company agrees and
requests that Uber deduct its Fee payable on all Fares earned by the Transportation
Company and remit the remainder of the Fare to Transportation Company. The Fee is
set forth in the City Addendum. The City Addendum may change from time to time.
Transportation Company and Drivers can always view the most current City Addendum
at http://www.uber.com and also will receive written notice in the event of a change in
Invoicing and payment terms
Payment of the Fares to Transportation Company shall be made in accordance with the
payment method as set forth in the Driver Addendum.
Uber operates, and the Transportation Company accepts, a system for receipts being
issued by Uber for and on behalf of the Transportation Company to the User. The
receipts, which are issued by Uber for and on behalf of the Transportation Company to
the User shall be sent in copy by email or made available online to the Transportation
Company. The receipts may include specific information regarding the Transportation
Company and Driver in relation to the Driving Service, including but not limited to the
Transportation Company’s name, Driver’s name, Driver’s photo, license number, geolocation and contact information.
The Transportation Company represents that it will ensure that the Driver will notify Uber
of any corrections necessary to the receipt for a Ride within three (3) business days after
each Ride. Unless Uber receives timely notification (three (3) business days) of any
correction needed, Uber shall not be liable for any mistakes in the receipt or in any
calculation of the Fares that are remitted to the Transportation Company pursuant to the
terms of section 5.2.1.
Transportation Company/Driver representations
The Transportation Company represents to Uber and shall ensure that the Driver shall
represent to Transportation Company, that for the term of this Agreement:
(i) it holds, complies and shall continue to hold and comply with all permits, licenses
and other governmental authorisations necessary for conducting, carrying out and
continuing their activities, operations and business in general and the Driving Service
(ii) shall comply with all local laws and regulations, including the laws related to the
operation of a taxi/passenger delivery, driving service or transportation service and
will be solely responsible for any violations of such local laws and regulations;
(iii) the Driver has a valid driver's license and is authorized to operate the Vehicle as set
out in the Driver Addendum and has all the appropriate licenses, approvals and
authority to provide transportation for hire to third parties in the City where the
Driving Service is rendered or performed;
(iv) it has appropriate and up-to-date level of expertise and experience to enable and
provide the Driving Service and the Driving Service will be supplied, provided and
supported by appropriately qualified and trained Drivers acting with due skill, care
(v) the Transportation Company and the Driver have and maintain a valid policy for the
appropriate (transportation, personal injury, third party or general) liability insurance
and such other insurances as are considered market practice (all in industrystandard coverage amounts) for the operation of the Vehicle and/or business
insurance to cover any anticipated risks, damages and losses related to the
operation of a taxi/passenger delivery, driving service or transportation services
(including the Driving Service), and not less than the minimum coverage amounts
required by applicable law. The Transportation Company shall add Uber to its liability
insurance policy as an additional insured, and shall upon first request of Uber
provide Uber with a copy of the insurance certificate.
(vi) the Transportation Company’s employees are covered by workers’ compensation
insurance, as required by law. If permitted by law, Transportation Company may
choose to insure itself against industrial injuries by maintaining occupational accident
insurance in place of workers’ compensation insurance. Transportation Company’s
subcontractors may also, to the extent permitted by law, maintain occupational
accident insurance in place of workers’ compensation insurance.
(vii) the Vehicle is kept in a clean condition at all times, such Vehicle is in good operating
condition and meets the industry safety standards for a Vehicle of its kind;
(viii)the Driver and the Vehicle maintain at all times the star rating quality described in
Section 4.3.3 above.
(ix) Transportation Company is the owner or lessee, or are otherwise in lawful
possession of a Vehicle or Vehicles, and said Vehicle or Vehicles are suitable for
performing the commercial carriage services contemplated by this Agreement, which
equipment complies with all applicable federal, state and local laws.
Uber provides, and the Transportation Company accepts, the Service, the Device and
Driver App on an "as is" and "as available" basis. Uber does not warrant or guarantee
that the Transportation Company, the Driver or the User’s access to or use of the
Service, the Website, the Device, the App or the Driver App will be uninterrupted or error
Internet Delays. THE UBER SERVICE AND SOFTWARE MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE
INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT
RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE
RESULTING FROM SUCH PROBLEMS.
Transportation Company/ Driver indemnifications
Subject to the exceptions set forth in this Agreement, the Transportation Company
agrees and undertakes and ensures that the Transportation Company will indemnify,
defend and hold Uber (and its Affiliated Companies and employees and, at the request
of Uber, Uber’s licensors, suppliers, officers, directors and subcontractors) harmless
from and against any and all claims, demands, expenses (including legal fees),
damages, penalties, fines, social contributions and taxes by a third party (including
Users, regulators and governmental authorities) directly or indirectly related to this
The Transportation Company is solely responsible for ensuring that Drivers take
reasonable and appropriate precautions in relation to any third party with which they
interact in connection with the Driving Service. Where this allocation of the parties’
mutual responsibilities may be ineffective under applicable law, the Transportation
Company undertakes to indemnify, defend and hold Uber harmless from and against
any claims that may be brought against Uber in relation to the Transportation Company’s
or Driver’s provision of the Driving Service under such applicable law as further set forth
in Section 6.3 (Indemnification).
RELATIONSHIP BETWEEN THE PARTIES
The relationship between the Parties is solely that of independent contracting parties.
The Parties expressly agree that this Agreement is not an employment agreement or
employment relationship. The parties further agree that no employment contract is
created between Uber and the Drivers.
The Parties expressly agree that no joint venture, partnership, employment, or agency
relationship exists between you, Uber or any third party provider as a result of this
Agreement or use of the Uber Service or Software.
The Transportation Company acknowledges and agrees that it has no authority to bind
Uber and undertakes not to hold itself out and to ensure that the Driver does not hold
himself or herself out, as an employee, agent or authorized representative of Uber.
Where, by implication of mandatory law or otherwise, the Driver and/or the
Transportation Company may be deemed an agent or representative of Uber, the
Transportation Company undertakes and agrees to indemnify, defend and hold Uber
harmless from and against any claims by any person or entity based on such implied
IN NO EVENT SHALL UBER’S AGGREGATE LIABILITY EXCEED THE FEES
ACTUALLY PAID BY AND/OR DUE FROM TRANSPORTATION COMPANY IN THE
SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
SUCH CLAIM. IN NO EVENT SHALL UBER AND/OR ITS LICENSORS BE LIABLE TO
ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING
PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER
ECONOMIC ADVANTAGE). UBER AND/OR ITS LICENSORS SHALL NOT BE LIABLE
FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY
TRANSPORTATION COMPANY, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE
OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE UBER
SERVICE OR SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR
INABILITY TO USE THE UBER SERVICE OR SOFTWARE.
If the disclaimer of liability by Uber as set out in Clause 7.1 shall, for some reason, not
have any effect, the maximum aggregate liability of Uber vis-a-vis the Transportation
Company and its Drivers collectively, is limited to 50% of the total amount of the Fee
paid to Uber by the Transportation Company in the year (12 months) preceding the
event that led to the liability.
All defenses (including limitations and exclusions of liability) in favor of Uber apply (i)
regardless of the ground upon which a liability is based (whether default, tort or
otherwise), (ii) irrespective of the type of breach of obligations (guarantees, contractual
obligations or otherwise), (iii) for all events and all agreements together, (iv) insofar no
event of wilful misconduct or gross negligence of Uber or its management has occurred,
and (v) also for the benefit of its Affiliated Companies and employees and, at the request
of Uber, Uber’s licensors, suppliers and subcontractors.
Uber makes no guarantees, warranties, or representations as to the actions or conduct
of any Users who may request transportation service from Transportation Company or
the Driver. Responsibility for the decisions Transportation Company makes regarding
transportation services offered via the Software or Uber Service (with all its implications)
rests solely with Transportation Company. Transportation Company agrees that it is
Your responsibility to take reasonable precautions in all actions and interactions with any
third party You interact with through the Uber Service.
The transportation services that You provide pursuant this Agreement are fully and
entirely Your responsibility. Uber does not screen or otherwise evaluate potential
riders/Users of Your transportation services. You understand, therefore, that by using
the Software and the Uber Service, You may be introduced to third parties that may be
potentially dangerous, and that You use the Software and the Uber Service at Your own
Notwithstanding the Transportation Company’s right, if applicable, to take recourse
against the Driver, the Transportation Company acknowledges and agrees that it is at all
times responsible and liable for the acts and omissions of the Driver(s) vis-à-vis the User
and Uber, even where such vicarious liability may not be mandated under applicable
UBER WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH
THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE UBER FROM ANY
AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM
YOUR USE OF THE SOFTWARE OR UBER SERVICE, OR IN ANY WAY RELATED
TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SOFTWARE OR SERVICE.
YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS
UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR
ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
TERM, TERMINATION AND SUSPENSION
This Transportation Company Agreement shall commence on the date this Agreement is
accepted, for an indefinite period of time, unless terminated by either party by written
notice with due observance of a notice period of seven (7) calendar days. Uber may
terminate this Agreement automatically, without any notice requirement, at such moment
when the Transportation Company and/or its Drivers no longer qualifies, under the
applicable law or the quality standards of Uber, to provide the Driving Service or to
operate the Vehicle.
Each party may terminate this Agreement or suspend the Agreement in respect of the
other party, with immediate effect and without a notice of default being required in case
• a material breach by the other party of any term of the Agreement (including but not
limited to breach of representations or receipt of a significant number of User
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.
Upon termination of the Agreement, the Transportation Company and/ or the Driver shall
promptly return all Devices and all Data provided to either of them by Uber without
withholding a copy thereof.
Parties understand and agree that in the performance of this Agreement, each party may
have access to or may be exposed to, directly or indirectly, confidential information of
the other party (the "Confidential Information"). Confidential Information includes Data,
transaction volume, marketing and business plans, business, financial, technical,
operational and such other non-public information that either a disclosing party
designates as being private or confidential or of which a receiving party should
reasonably know that it should be treated as private and confidential.
Each party agrees that: (a) all Confidential Information shall remain the exclusive
property of the disclosing party and receiving party shall not use any Confidential
Information for any purpose except in furtherance of this Agreement; (b) it shall maintain,
and shall use prudent methods to cause its employees, officers, representatives,
contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality
and secrecy of the Confidential Information; (c) it shall disclose Confidential Information
only to those Permitted Persons who need to know such information in furtherance of
this Agreement; (d) it shall not, and shall use prudent methods to ensure that the
Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant
to the terms hereof) the Confidential Information; and (e) it shall return or destroy all
((hard and soft) copies of) Confidential Information upon written request of the other
Notwithstanding the foregoing, (a) Confidential Information shall not include any
information to the extent it (i) is or becomes part of the public domain through no act or
omission on the part of the receiving Party, (ii) was possessed by the receiving Party
prior to the date of this Agreement, (iii) is disclosed to the receiving Party by a third party
having no obligation of confidentiality with respect thereto, or (iv) is required to be
disclosed pursuant to law, court order, subpoena or governmental authority, and (b)
nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this
Agreement (including any technical, operational, performance and financial data (but
excluding any User Data)) in confidence to an Affiliated Company.
For the purpose of rendering the Service, the Transportation Company explicitly agrees
and acknowledges, and procures that the Driver agrees and acknowledges, that geolocation information regarding the Driver who is available for the Driving Service or
performing the Driving Service shall be monitored and traced through the Driver App via
GPS tracking. The Device and the relevant details of the Driver and the Ride and the
position of the Driver shall also be disclosed to the User on the App.
To provide location-based services on the Uber App and for analytical, marketing and
commercial purposes of Uber, Uber may collect, use, and share precise geo-location
data, including the real-time geographic location of You and the Drivers. This location
data is used by Uber to provide and improve location-based products and services.
Information You provide may be transferred or accessed by entities around the world.
Uber abides by the “safe harbor” frameworks set forth by the U.S. Department of
Commerce regarding the collection, use, and retention of personal information collected
by organizations in the European Economic Area and Switzerland. You expressly
consent to Uber’s use of locations-based services and You expressly waive and release
Uber from any and all liability, claims, causes of action or damages arising from Your
use of the software or Uber service, or in any way relating to the use of the geo-location
and other location-based services.
Uber reserves the right to modify the terms and conditions of this Agreement or at any
time, effective upon publishing an updated version of this Agreement at
http://www.uber.com or on the Software.
Transportation Company hereby expressly acknowledges and agrees that, by using or
receiving the Uber Service, and downloading, installing or using the Software,
Transportation Company and Uber are bound by any future amendments and additions
to this Agreement or documents incorporated herein, including the Fee schedule.
Continued use of the Uber Service or Software after any such changes shall constitute
your consent to such changes. Transportation Company is responsible for regularly
reviewing this Agreement.
If any provision of this Agreement is or becomes invalid or non-binding, the parties shall
remain bound by all other provisions hereof. In that event, the parties shall replace the
invalid or non-binding provision with provisions 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.
Neither party shall be entitled to assign, transfer, encumber any of its rights and/or the
obligations under this Agreement without the prior written consent of the other party,
provided that Uber may assign, transfer, encumber any of its rights and/or the
obligations under this Agreement (in whole or in part or from time to time) to (a) an
Affiliated Company or (b) in the event of a merger or sale of assets without the prior
written consent of the Transportation Company.
This Agreement (including the schedules, annexes and appendixes, which form an
integral part of this Agreement) constitutes the entire agreement and understanding of
the parties with respect to its subject matter and replaces and supersedes all prior or
contemporaneous negotiations, discussions, agreements, arrangements, offers,
undertakings or statements, whether verbal, electronic, or in writing, regarding such
subject matter. This Agreement may be modified only in a writing accepted by the
parties; this Agreement may not be amended, by implication or otherwise, by any
marketing material contained on the Uber website or the Uber App. Nothing contained in
this provision or this Agreement is intended to or shall be interpreted to create any thirdparty beneficiary claims.
GOVERNING LAW AND JURISDICTION
The interpretation of this Agreement shall be governed by California law, without regard
to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions,
claims or causes of action arising out of or in connection with this Agreement or the Uber
Service or Software shall be subject to the exclusive jurisdiction of the state and federal
courts located in the City and County of San Francisco, California. However, neither the
choice of law provision regarding the interpretation of this Agreement nor the forum
selection provision is intended to create any other substantive right to non-Californians
to assert claims under California law whether that be by statute, common law, or
otherwise. These provisions are only intended to specify the use of California law to
interpret this Agreement and the forum for disputes asserting a breach of this
Agreement, and these provisions shall not be interpreted as generally extending
California law to You if You do not otherwise operate Your business in California. If any
provision of this Agreement is held to be invalid or unenforceable, such provision shall
be struck and the remaining provisions shall be enforced to the fullest extent under law.
The failure of Uber to enforce any right or provision in this Agreement shall not constitute
a waiver of such right or provision unless acknowledged and agreed to by Uber in
Other than disputes regarding the Intellectual Property Rights of the parties, any
disputes, actions, claims or causes of action arising out of or in connection with this
Agreement or the Uber Service or Software may be subject to arbitration pursuant to
Important Note Regarding this Section 14.3:
Arbitration does not limit or affect the legal claims you may bring against Uber.
Agreeing to arbitration only affects where any such claims may be brought and
how they will be resolved.
Arbitration is a process of private dispute resolution that does not involve the civil
courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private
arbitrator selected by the parties using the process set forth herein. Other
arbitration rules and procedures are also set forth herein.
Unless the law requires otherwise, as determined by the Arbitrator based upon
the circumstances presented, you will be required to split the cost of any
arbitration with Uber.
• IMPORTANT: This arbitration provision will require you to
resolve any claim that you may have against Uber on an
individual basis pursuant to the terms of the Agreement unless
you choose to opt out of the arbitration provision. This
provision will preclude you from bringing any class, collective,
or representative action against Uber. It also precludes you
from participating in or recovering relief under any current or
future class, collective, or representative action brought against
Uber by someone else.
Cases have been filed against Uber and may be filed in the future
involving claims by users of Uber Services and Software, including
by drivers. You should assume that there are now, and may be in
the future, lawsuits against Uber alleging class, collective, and/or
representative claims on your behalf, including but not limited to
claims for tips, reimbursement of expenses, and employment status.
Such claims, if successful, could result in some monetary recovery
The mere existence of such class, collective, and/or representative
lawsuits, however, does not mean that such lawsuits will ultimately
succeed. or, even if successful, that you would be entitled to any
particular recovery. But if you do agree to arbitration with Uber, you
are agreeing in advance that you will not participate in and
therefore, will not seek to recover monetary or other relief under any
such class, collective, and/or representative lawsuit.
However, as discussed above, if you agree to arbitration, you will
not be precluded from bringing your claims against Uber in an
individual arbitration proceeding. If successful on such claims, you
could be awarded money or other relief by an arbitrator (subject to
splitting the cost of arbitration as mentioned above).
WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT
BUSINESS DECISION. IT IS YOUR DECISION TO MAKE, AND YOU
SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN
THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A
COMPLETE EXPLANATION OF THE CONSEQUENCES OF
YOU SHOULD TAKE REASONABLE STEPS TO
CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS
— INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING
THE CONSEQUENCES OF YOUR DECISION, JUST AS YOU WOULD
WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE
How This Arbitration Provision Applies.
This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.
(the “FAA”) and evidences a transaction involving commerce. This Arbitration Provision
applies to any dispute arising out of or related to this Agreement or termination of the
Agreement and survives after the Agreement terminates. Nothing contained in this
Arbitration Provision shall be construed to prevent or excuse You from utilizing any
procedure for resolution of complaints established in this Agreement (if any), and this
Arbitration Provision is not intended to be a substitute for the utilization of such
Except as it otherwise provides, this Arbitration Provision is intended to apply to
the resolution of disputes that otherwise would be resolved in a court of law or
before a forum other than arbitration. This Arbitration Provision requires all such
disputes to be resolved only by an arbitrator through final and binding arbitration
on an individual basis only and not by way of court or jury trial, or by way of class,
collective, or representative action.
Such disputes include without limitation disputes arising out of or relating to
interpretation or application of this Arbitration Provision, including the enforceability,
revocability or validity of the Arbitration Provision or any portion of the Arbitration
Provision. All such matters shall be decided by an Arbitrator and not by a court or judge.
Except as it otherwise provides, this Arbitration Provision also applies, without limitation,
to disputes arising out of or related to this Agreement and disputes arising out of or
related to Your relationship with Uber, including termination of the relationship. This
Arbitration Provision also applies, without limitation, to disputes regarding any city,
county, state or federal wage-hour law, trade secrets, unfair competition, compensation,
breaks and rest periods, expense reimbursement, termination, harassment and claims
arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With
Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair
Labor Standards Act, Employee Retirement Income Security Act (except for claims for
employee benefits under any benefit plan sponsored by Uber and covered by the
Employee Retirement Income Security Act of 1974 or funded by insurance), Genetic
Information Non-Discrimination Act, and state statutes, if any, addressing the same or
similar subject matters, and all other similar federal and state statutory and common law
This Agreement is intended to require arbitration of every claim or dispute that lawfully
can be arbitrated, except for those claims and disputes which by the terms of this
Agreement are expressly excluded from the Arbitration Provision.
Limitations On How This Agreement Applies.
The disputes and claims set forth below shall not be subject to arbitration and the
requirement to arbitrate set forth in Section 14.3 of this Agreement shall not apply:
Claims for workers compensation, state disability insurance and unemployment
Regardless of any other terms of this Arbitration Provision, claims may be brought
before and remedies awarded by an administrative agency if applicable law permits
access to such an agency notwithstanding the existence of an agreement to arbitrate.
Such administrative claims include without limitation claims or charges brought before
the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department
of Labor (www.dol.gov), the National Labor Relations Board (www.nlrb.gov), or the
Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in
this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an
administrative claim before any agency in order to fulfill the party's obligation to exhaust
administrative remedies before making a claim in arbitration;
Disputes that may not be subject to predispute arbitration agreement as provided by the
Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are
excluded from the coverage of this Arbitration Provision;
Disputes regarding the Intellectual Property Rights of the parties;
This Arbitration Provision shall not be construed to require the arbitration of any claims
against a contractor that may not be the subject of a mandatory arbitration agreement as
provided by section 8116 of the Department of Defense ("DoD") Appropriations Act for
Fiscal Year 2010 (Pub. L. 111-118), section 8102 of the Department of Defense ("DoD")
Appropriations Act for Fiscal Year 2011 (Pub. L. 112-10, Division A), and their
implementing regulations, or any successor DoD appropriations act addressing the
arbitrability of claims.
Selecting The Arbitrator and Location of the Arbitration.
The Arbitrator shall be selected by mutual agreement of Uber and You. Unless You and
Uber mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in
the location where the arbitration proceeding will be conducted or a retired federal or
state judicial officer who presided in the jurisdiction where the arbitration will be
conducted. If the Parties cannot agree on an Arbitrator, then an arbitrator will be
selected using the alternate strike method from a list of five (5) neutral arbitrators
provided by JAMS (Judicial Arbitration & Mediation Services). You will have the option
of making the first strike. If a JAMS arbitrator is used, then the JAMS Streamlined
Arbitration Rules & Procedures rules will apply. Those rules are available here:
The location of the arbitration proceeding shall be no more than 45 miles from the place
where You last provided transportation services under this Agreement, unless each
party to the arbitration agrees in writing otherwise.
Starting The Arbitration.
All claims in arbitration are subject to the same statutes of limitation that would apply in
court. The party bringing the claim must demand arbitration in writing and deliver the
written demand by hand or first class mail to the other party 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. Any demand for arbitration made to Uber shall be provided to
General Counsel, Uber Technologies, Inc., 1455 Market St., Ste. 400, San Francisco CA
94103. The arbitrator shall resolve all disputes regarding the timeliness or propriety of
the demand for arbitration. A party may apply to a court of competent jurisdiction for
temporary or preliminary injunctive relief in connection with an arbitrable controversy, but
only upon the ground that the award to which that party may be entitled may be
rendered ineffectual without such provisional relief.
How Arbitration Proceedings Are Conducted.
In arbitration, the Parties will have the right to conduct adequate civil discovery, bring
dispositive motions, and present witnesses and evidence as needed to present their
cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator.
You and Uber agree to resolve any dispute in arbitration on an individual basis
only, and not on a class, collective, or private attorney general representative
action basis. The Arbitrator shall have no authority to consider or resolve any
claim or issue any relief on any basis other than an individual basis. The Arbitrator
shall have no authority to consider or resolve any claim or issue any relief on a class,
collective, or representative basis. If at any point this provision is determined to be
unenforceable, the parties agree that this provision shall not be severable, unless it is
determined that the Arbitration may still proceed on an individual basis only.
While Uber will not take an retaliatory action in response to any exercise of rights
You may have under Section 7 of the National Labor Relations Act, if any, Uber
shall not be precluded from moving to enforce its rights under the FAA to compel
arbitration on the terms and conditions set forth in this Agreement.
Paying For The Arbitration.
Each party will pay the fees for his, her or its own attorneys, subject to any remedies to
which that party may later be entitled under applicable law (i.e., a party prevails on a
claim that provides for the award of reasonable attorney fees to the prevailing party). In
all cases where required by law, Uber will pay the Arbitrator's and arbitration fees. If
under applicable law Uber is not required to pay all of the Arbitrator's and/or arbitration
fees, such fee(s) will be apportioned equally between the Parties or as otherwise
required by applicable law. Any disputes in that regard will be resolved by the Arbitrator.
The Arbitration Hearing And Award.
The Parties will arbitrate their dispute before the Arbitrator, who shall confer with the
Parties regarding the conduct of the hearing and resolve any disputes the Parties may
have in that regard. Within 30 days of the close of the arbitration hearing, or within a
longer period of time as agreed to by the Parties or as ordered by the Arbitrator, 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, and no remedies that otherwise would be available to an
individual in a court of law will be forfeited by virtue of this Arbitration Provision. The
Arbitrator will issue a decision or award in writing, stating the essential findings of fact
and conclusions of law. Except as may be permitted or required by law, as determined
by the Arbitrator, neither a party nor an Arbitrator may disclose the existence, content, or
results of any arbitration hereunder without the prior written consent of all Parties. A
court of competent jurisdiction shall have the authority to enter a judgment upon the
award made pursuant to the arbitration. The Arbitrator shall not have the power to
commit errors of law or legal reasoning, and the award may be vacated or corrected on
appeal to a court of competent jurisdiction for any such error.
Your Right To Opt Out Of Arbitration.
Arbitration is not a mandatory condition of your contractual relationship with Uber. If You
do not want to be subject to this Arbitration Provision, You may opt out of this Arbitration
Provision by notifying Uber in writing of Your desire to opt out of this Arbitration
Provision, which writing must be dated, signed and delivered by U.S. Mail, by any
nationally recognized delivery service (e.g, UPS, Federal Express, etc.), or by hand
Uber Technologies, Inc.
1455 Market St., Ste. 400
San Francisco CA 94103
In order to be effective, the writing must clearly indicate Your intent to opt out of this
Arbitration Provision and the envelope containing the signed writing must be received
(if delivered by hand) or post-marked within 30 days of the date this Agreement is
executed by You. Your writing opting out of this Arbitration Provision will be filed with a
copy of this Agreement and maintained by Uber. 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 have the right to consult with counsel of Your choice
concerning this Arbitration Provision. You understand that You will not be subject to
retaliation if You exercise Your right to assert claims or opt-out of coverage under this
Enforcement Of This Agreement.
This Arbitration Provision is the full and complete agreement relating to the formal
resolution of disputes arising out of this Agreement. Except as stated in subsection v,
above, in the event any portion of this Arbitration Provision is deemed unenforceable,
the remainder of this Arbitration Provision will be enforceable.
By clicking “I accept”, You expressly acknowledge that You have read, understood, taken steps
to thoughtfully consider the consequences of this Agreement, that You agree to be bound by the
terms and conditions of the Agreement, and that You are legally competent to enter into this
Agreement with Uber.
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