O'Connor et al v. Uber Technologies, Inc. et al
ORDER Re 109 Defendant's Corrective Notices. Signed by Judge Edward M. Chen on 6/18/2014. (Attachments: # 1 Exhibit, # 2 Exhibit, # 3 Exhibit, # 4 Exhibit, # 5 Exhibit). (emcsec, COURT STAFF) (Filed on 6/18/2014)
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 below).
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 apply:
‘“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
“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 the Users.
"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 Service.
"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
“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 or networks.
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 non-transferable rights.
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
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.
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 User
Transportation Company and Drivers have complete discretion to operate their
independent businesses in good faith including providing transportation services separate
from those obtained using the Driver App. Access to the Driver App may be suspended or
revoked, however, if Transportation Company or Drivers unlawfully, unfairly or in bad faith
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 contact information.
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
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 and regulations.
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 star-rating, 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 Fee percentage.
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, geo-location and contact
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 in
(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 and
(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 industry-standard
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
(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 free.
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 Agreement.
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
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 agency relationship.
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 8.1 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
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 risk.
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 law.
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 of:
(a) 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
(b) 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 party.
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
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
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
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
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 third-party 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 writing.
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 Section 14.3.
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
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
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
to you. (THESE CASES NOW INCLUDE, FOR EXAMPLE,
LAVITMAN V. UBER TECHNOLOGIES, INC., ET AL., CASE NO.
1:13-cv-10172-DJC (DISTRICT OF MASSACHUSETTS) AND
O’CONNOR V. UBER TECHNOLOGIES, INC., ET AL., CASE NO.
CV 13-03826-EMC (NORTHERN DISTRICT OF CALIFORNIA).
The contact information for counsel in the O’Connor matter is
as follows: Shannon Liss-Riordan, Lichten & Liss-Riordan,
P.C., 100 Cambridge Street, 20th Floor, Boston, MA 02114,
Telephone: (617) 994-5800, Fax: (617) 994-5801, email:
The mere existence of such class, collective, and/or
representative lawsuits, however, does not mean that such
lawsuits will ultimately succeed. 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
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
CONSEQUENCES OF ABRITRATION.
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 DECISION.
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 procedures.
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 claims.
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 insurance
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 any 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 either by
(1) sending, within 30 days of the date this Agreement is executed by You, electronic
mail to email@example.com, stating Your name and intent to opt out of this Arbitration
Provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized
delivery service (e.g, UPS, Federal Express, etc.), or by hand delivery to:
Uber Technologies, Inc.
1455 Market St., Ste. 400
San Francisco CA 94103
In order to be effective, the writing letter under option (2) must clearly indicate Your
intent to opt out of this Arbitration Provision, and must be dated and signed. The
envelope containing the signed writing letter 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, whether sent by (1) or (2), 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 Arbitration Provision.
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, and 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.
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?