O'Connor et al v. Uber Technologies, Inc. et al

Filing 111

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)

Rasier Software Sublicense & Online Services Agreement
The terms and conditions stated herein (“Agreement”) constitute a legal agreement
between you, an independent provider of rideshare or P2P transportation services
(“Transportation Provider” or “You”), and one of the following entities (“Rasier” or Company”):
-

If you will be operating in California, this Agreement is between You and Rasier-CA
LLC, a Delaware Limited Liability Company;

-

Otherwise, this Agreement is between You and Rasier, LLC, a Delaware Limited
Liability Company.

Upon your execution of this Agreement, you and the Company shall be bound by the
terms and conditions set forth herein.
RECITALS
Rasier is engaged in the business of providing lead generation to the Transportation
Provider comprised of requests for transportation service made by individuals using Uber
Technologies, Inc.’s mobile application (“Users”). Through its license of the mobile application
(“Software”), Rasier provides a platform for Users to connect with independent Transportation
Providers.
Rasier does not provide transportation services, and is not a transportation carrier. In
fact, the Company neither owns, leases nor operates any vehicles. The Company’s business is
solely limited to providing Transportation Providers with access, through its license with Uber
Technologies, Inc. (“Uber”), to the lead generation service provided by the Software, for which
the Company charges a fee (“Service”).
You are an independent transportation provider who offers rideshare or P2P
transportation services, which business you are authorized to conduct in the state(s) in which you
operate. As used herein, “You” shall include your employees, subcontractors, agents and
representatives, all of which shall be bound by the terms of this Agreement.
You are the owner or lessee, or are otherwise in lawful possession of motor vehicle
equipment suitable for performing the transportation services contemplated by this Agreement,
which equipment complies with all applicable federal, state and local laws.
You desire to enter into this Agreement as a Transportation Provider for the purpose of
receiving the Service from the Company.
In consideration of the above representations and the mutual covenants set forth below,
and for other good and valuable consideration, the Company and you (collectively “Parties”)
agree as follows:

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IMPORTANT: PLEASE NOTE THAT TO USE THE SERVICE, YOU MUST AGREE
TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE
ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL
REQUIRE YOU TO RESOLVE DISPUTES WITH THE COMPANY 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 THE ARBITRATION PROVISION)
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 THE ARBITRATION
PROVISION BELOW.

TERMS
Service Arrangement
Subject to the terms and conditions contain herein, this Agreement shall give you the
right to accept requests to perform on-demand transportation services (“Requests”) received by
you via the Software, for which you shall be paid a Service Fee (as described more fully below).
Each Request that you accept shall constitute a separate contractual engagement.
The Company will offer the Service to you during those times you choose to be available
to receive the Requests. You shall have no obligation to use the Service at any specific time or
for any specific duration. You shall have complete discretion to determine when you will be
available to receive the Requests. If, however, you agree to be available to receive the Requests,
you shall be obligated to abide by the terms of this Agreement.
You shall be entitled to accept, reject, and select among the Requests received via the
Service. You shall have no obligation to the Company to accept any Request. Following
acceptance of a Request, however, you must perform the Request in accordance with the User’s
specifications. Failure to provide promised services on an accepted Request shall constitute a
material breach of this Agreement, and may subject you to damages.
Nothing in this Agreement shall be construed as a guarantee that you shall be offered any
particular number of Requests during any particular time period.
Performance of Transportation Services
You agree to fully perform all accepted Requests in accordance with the job parameters
and other specifications established by the User. Full performance of a Request shall typically
include, but is not limited to:
i.

notification to the User of arrival using Uber’s mobile application;
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ii.

waiting at least 10 minutes for a User to show up at the requested pick-up
location;

iii.

safe, direct and uninterrupted transport of the User directly to the specified
destination, as directed by User; and

iv.

timely submission of all necessary documentation required by the Company.

Failure to comply with this paragraph shall constitute a material breach of this Agreement.
You understand that for liability reasons, Users may prohibit the transport of individuals
other than themselves during the performance of a Request. If you accept a Request subject to
such a prohibition, you agree to allow only the User, and any individuals authorized by User,
inside your vehicle during performance of a Request. A passenger restriction imposed by a User
shall be limited to that Request and shall only apply during performance of the Request. This
provision shall in no way limit your right to perform transportation services for other customers
or to carry passengers in your vehicle(s) at any other time.
You understand that for liability reasons, all Users should be transported directly to their
specified destination, as directed by User, without unauthorized interruption or unauthorized
stops.
The Company shall have no right to require you to display Rasier’s name, logo or colors
on your vehicle(s) or to require that your driver(s) wear a uniform or any other clothing
displaying Rasier’s name, logo or colors.
The Company shall have no right to, and shall not, control the manner or prescribe the
method you use to perform accepted Requests, subject to the terms of this Agreement. You shall
be solely responsible for determining the most effective, efficient and safe manner to perform the
services relating to each Request, subject to the terms of this Agreement and the applicable User
specifications. The Parties acknowledge that any provisions of this Agreement reserving certain
authority in the Company have been inserted solely to achieve compliance with federal, state, or
local laws, rules, and interpretations thereof.
You represent that you are an independent contractor engaged in the independent
business of providing the transportation services described in this Agreement and further
represent that, as of the date of execution of this Agreement, you currently possess a valid
driver’s license and all licenses, permits and other legal prerequisites necessary to perform
rideshare or P2P transportation services, as required by the states and/or localities in which you
operate. To ensure your compliance with all legal requirements, you must provide written copies
of all such licenses, permits and other legal prerequisites prior to the date of execution of this
Agreement. Thereafter, you must submit to the Company current copies of such licenses,
permits, etc., as they are renewed. To ensure all such permits and licenses remain current, the
Company shall, upon request, be entitled to review such licenses and permits from time to time.
Failure to maintain current licenses, permits or other legal prerequisites, or failure to comply
with any other provision of this paragraph, shall constitute a material breach of this Agreement.
To the extent you use subcontractors to perform any of the services contemplated by this

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Agreement, you understand and hereby warrant that you will only use subcontractors that meet
all of the requirements applicable to you, as described in this Agreement.
In signing this Agreement, you certify that the personnel and equipment you use in
performing services pursuant to this Agreement meet all industry and regulatory standards and
qualifications. You further certify that any employee, agent, or subcontractor you assign to
perform transportation services under this Agreement must be explicitly authorized in writing by
Company prior to accessing the Services, will possess the requisite licenses and permits required
of you under this Agreement, and will have accomplished all other prerequisites necessary to
perform such services required by the states and/or localities in which the transportation service
is being performed. You further agree that any subcontractors shall be contractually bound to
comply with the same proof of insurance and notice requirements applicable to you, as set forth
below. You acknowledge and agree that the Company may release your contact or insurance
information to a User upon User request.
The Parties recognize that both you and the Company are, or may be, engaged in similar
agreements with others. Nothing in this Agreement shall preclude the Company from doing
business with other independent transportation service providers, nor preclude you from entering
into contracts similar to this Agreement with other lead generation providers. The Company
neither has nor reserves the right to restrict you from performing other transportation services for
any company, business or individual, or from being engaged in any other occupation or business.
However, during the time you are actively signed into the Software, you shall perform
transportation services only for Requests received by you via the Software. Additionally, during
the time you are actively signed into the Software, you shall not display on your vehicle any
removable insignia provided by third-party transportation service providers, other lead
generation providers, or similar. You understand that you shall not during the term of this
Agreement use your relationship with the Company (or the information gained therefrom) to
divert or attempt to divert any business from the Company to a company that provides lead
generation services in competition with the Company or Uber.
You agree to faithfully and diligently devote your best efforts, skills and abilities to
comply with the job parameters and User specifications relating to any Request accepted by you.
You have complete discretion to operate your independent business in good faith
including providing transportation services separate from those obtained using the
Service. Access to the Service may be suspended or revoked, however, if you unlawfully,
unfairly or in bad faith disparage the Company or Uber.
Transportation Provider’s Equipment
You agree that you shall maintain a vehicle that is a model approved by the Company.
Any such vehicle shall be no more than ten (10) model years old, and shall be in good operating
condition. Prior to execution of this Agreement, you shall provide to the Company a description
of each vehicle and a copy of the vehicle registration for each vehicle(s) you intend to use to
provide service under this Agreement. You agree to notify the Company of any change in your
fleet by submitting to the Company an updated description and vehicle registration for any
previously unidentified vehicle to perform services under this Agreement. The purpose of this

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provision is to enable the Company to determine whether your equipment meets industry
standards. Any intentional misrepresentation regarding the nature or condition of your
equipment shall be deemed a material breach of this Agreement.
Subject only to requirements imposed by law, Request parameters, User specifications,
and/or as otherwise set forth in this Agreement, you shall direct in all aspects the operation of the
equipment used in the performance of this Agreement and shall exercise full discretion and
judgment as an independent business in determining the means and methods of performance
under this Agreement.
Except as specifically set forth in this Agreement, you are solely responsible for all costs
and expenses incident to your personnel and equipment in performing services under this
Agreement, including, but not limited to, costs of fuel, fuel taxes, wages, employment taxes,
excise taxes, permits of all types, gross revenue taxes, road taxes, equipment use fees and taxes,
licensing, insurance coverage and any other tax, fine or fee imposed or assessed against the
equipment or you by any state, local, or federal authority as a result of an action by you or your
employees, agents, or subcontractors in the performance of this Agreement.
Service Fees
In exchange for accepting and fully performing on a Request, you shall be paid an agreed
upon Service Fee for your completion of that Request. Unless otherwise negotiated at the time
the Request is received by you, the Parties agree that you shall be paid a Service Fee at the prearranged rates for each Request performed, which shall be forth in a Service Fee Schedule. You
acknowledge that the applicable Service Fee Schedule was provided to you in advance of your
execution of this Agreement. The Service Fee Schedule shall be made available upon request.
Before any change to the rates set forth in the Service Fee Schedule may become effective, the
Company shall provide notice of such change(s) to you via email, your mobile application or
other written means.
Regardless of the pre-arranged Service Fee, you shall always have the right to refuse any
Request without penalty.
Similarly, you and the Company shall always have the right to negotiate a Service Fee
different from the pre-arranged fee. The purpose of the pre-arranged Service Fee is only to act as
the default fee in the event neither party negotiates a different amount.
You acknowledge that there is no tipping for any transportation services that you provide
pursuant to the receipt of a Request. You understand and agree that, for the mutual benefit of the
Parties, Company 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 is “voluntary,” “not required,” and/or “included” in the Service Fee paid
by the User. You understand 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 Requests you receive through the
Service and Software. You agree that the existence of any such advertising or marketing does
not entitle you to any payment beyond the payment of Service Fees as provided in this
Agreement.

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The Company shall electronically remit payment of Service Fees to you consistent with
Company’s practices, as set forth in the Service Fee Schedule.
In the event the User cancels a Request after you arrive at the designated pick-up location
or does not show after you have waited at least 10 minutes, the User is subject to a cancellation
fee. The amount of the cancellation fee will be as specified in the Service Fee Schedule.
Notwithstanding the foregoing, you acknowledge and agree that, in the Company’s sole
discretion, a User’s cancellation fee may be waived, in which case you will have no entitlement
to any such fee.
Rasier’s Fee
In exchange for your access to and use of the Software and Service, including the right to
receive the Requests, you agree to pay to the Company a fee for each Request accepted as
indicated in the Service Fee Schedule.
Transportation Provider Quality Framework
For quality assurance purposes, the Company has access to Uber’s star rating system
designed to determine the level of service provided by the Transportation Providers contracting
with the Company through User feedback. In a sense, the star rating is similar to a Yelp® or
Zagat® rating, as it is based on a continuously growing collection of star reviews submitted by
Users. The Company uses the rating system to determine the quality of Transportation Providers
to whom to forward Requests. Transportation Providers with low ratings may be limited in their
right to accept Requests.
Insurance
Vehicle Insurance. As an express condition of doing business with the Company, and at
your sole expense, you agree to maintain current during the life of this Agreement, third-party
auto insurance of the types and amounts specified herein for every vehicle used to perform
services under this Agreement. You acknowledge that it is your responsibility to ensure that
your insurance policy provides coverage for the P2P transportation service you provide. If you
have any questions or concerns about the scope or applicability of your insurance coverage, it is
your responsibility, not the Company’s, to resolve them. You acknowledge that failure to secure
or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement
and shall result in the immediate suspension of the Agreement and the loss of your right to
receive Requests under this Agreement.
i.

Coverage Specifications. To perform services under this Agreement, you
must maintain automobile insurance with coverage of at least the
minimum coverage required by state or local law.

ii.

Notification of Coverage. You agree to provide proof of such insurance
coverage by delivering to the Company, before your equipment performs
services under this Agreement, current certificates of insurance. To
ensure public safety, you further agree to provide updated certificates
each time you purchase, renew or alter your insurance coverage.
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Furthermore, you must provide the Company with written notice at least
thirty (30) days prior to cancellation of any insurance policy required by
the Company. The Company shall have no right to control your selection
or maintenance of your policy.
Occupational Accident Insurance. If permitted by law, you may choose to insurance
yourself against industrial injuries by maintaining occupational accident insurance in place of
workers’ compensation insurance. Your subcontractors may also, to the extent permitted by law,
maintain occupational accident insurance in place of workers’ compensation insurance. All of
your employees, however, must be covered by workers’ compensation insurance, as required by
law.
Transportation Provider Personnel
You shall furnish at your own discretion, selection, and expense any personnel required
or incidental to the performance of the Services contemplated by the performance of this
Agreement. You shall be solely responsible for the direction and control of your employees,
agents and subcontractors, if any, performing labor pursuant to this Agreement, including their
selection, hiring, firing, supervision, assignment, and direction, the setting of wages, hours and
working conditions, and addressing their grievances. You shall determine the method, means
and manner of the performance of the work of your employees, agents and subcontractors. Any
employee, agent, or subcontractor you assign to perform transportation services under this
Agreement must be explicitly authorized in writing by Company prior to accessing the Services.
Allowing any person not specifically authorized in writing by Company to access the Services or
Software constitutes a material breach of this Agreement.
You assume full and sole responsibility for the payment of all wages, benefits and
expenses of your employees, agents, or subcontractors, if any, and for all state and federal
income tax withholdings, unemployment insurance, and social security taxes as to you and all
persons employed by you in the performance of services under this Agreement, and you shall be
responsible for meeting and fulfilling the requirements of all regulations now or hereafter
prescribed by law. The Company shall not be responsible for the wages, benefits or expenses
due your employees, agents, or subcontractors nor for income tax withholding, social security,
unemployment, or other payroll taxes of your employees, agents, or subcontractors.
The Company shall neither have nor exercise disciplinary authority or control over you,
your employees, agents, or subcontractors, shall have no authority to supervise or direct your
employees, agents, or subcontractors in the performance of their work for the Company, and
shall have no authority or right to select, approve, hire, fire or discipline any of your employees,
agents, or subcontractors.
The Company is not authorized to withhold state or federal income taxes, social security
taxes, unemployment insurance taxes, or any other local, state or federal tax on behalf of you or
your employees, agents, or subcontractors. If mandated by a court of law with proper authority
and jurisdiction, the Company shall comply with the terms of a garnishment order, as required by
law. The Company will comply with any and all applicable requirements of local, state, or
federal law to report payments the Company makes to independent contractors. You will be

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notified of any such reports made by the Company regarding your services to the extent required
by applicable law.
Legally Mandated Drug and Alcohol Testing
You agree to comply with all federal, state and local laws regulating drug and alcohol use
and testing. Failure to satisfy all such requirements shall constitute a material breach of this
Agreement. You acknowledge that personnel who test positive for drugs and/or alcohol may not
thereafter operate equipment under this Agreement until first satisfying all requirements of
federal, state and local law.
Company Equipment/Driver ID
Contemporaneously with the execution and delivery of this Agreement, and subject to the
terms and conditions herein, the Company will offer you the right to use a mobile telephone
“smartphone” provided by the Company, which is and will remain the property of the Company
(the “Device”).
The Company shall deliver the Device in good working order to the Transportation
Provider. The Device will have the Software loaded on it. The Company will provide normal
maintenance of the Device; however, such maintenance will not include repairs and servicing
required as a result of damage (including, without limitation, water damage) to the Device,
whether caused by accident, negligence, misuse, or breach of this Agreement. All repairs and
servicing required as a result of any accident, negligence, misuse, or breach of this Agreement
will be at the Transportation Provider’s sole cost and expense, and will be performed at a service
center designated in writing by the Company as a duly authorized service center. You also
assume all risks for any and all loss or damage to the Device, including, without limitation, loss
or damage caused by fire, theft, collision or water, whether or not such loss or damage is caused
by the Transportation Provider’s negligence. The Company may charge a fee for the use of the
Device or request a retainer fee and/or a security deposit per Device.
Company will also issue identification and password keys (each, a “Driver ID”) to the
Transportation Provider to enable you and your personnel to access the Service. You will ensure
the security and confidentiality of each Driver ID. The Driver ID may only be used by the
Driver to whom it is specifically assigned by the Company; any changes to the Driver who is
accessing the Driver ID must be specifically authorized in writing by the Company. Sharing
your Driver ID with someone else constitutes a material breach of this Agreement. The
Company will have the right, at all times and in the Company’s sole discretion, to prohibit or
otherwise restrict you or any of your personnel from accessing the Service for any reason.
The Company’s approval and authorization of a Driver may be conditioned upon terms
and conditions including, without limitation, a requirement that such Driver, at his own cost and
expense, undergo the Company’s screening process and attend the Company’s informational
session regarding the use of Uber’s mobile application. The Company reserves the right to
withhold or revoke its approval and authorization of any Driver at any time, in its sole and
unreviewable discretion. Upon termination of this Agreement, whether by default or otherwise,

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the Device, which you acknowledge is and at all times will remain the property of the Company,
must be returned to the Company.
Intellectual Property Ownership
The Parties understand that to perform the services contemplated by this Agreement, it
may be necessary for the Parties to exchange certain confidential and proprietary information
regarding their operations, customers/Users and other sensitive details that the Parties consider
confidential. This confidential and proprietary information (“Confidential Information”)
includes, but is not limited to, the following:
i.

Company’s Information. (1) the Service, and related methods, processes and
technology; (2) pricing, pricing methods and billing practices; (3) marketing and
financial plans; (4) letters, memoranda, agreements, and other internal documents;
and (5) financial or other information regarding the Company or Users that has
not been disclosed to the public.

ii.

Transportation Provider Information. (1) information regarding your customers;
(2) your pricing, pricing methods and billing practices; (3) your business
proposals and bids and any related letters, memoranda, agreements, and other
internal documents maintained in confidence; and (4) financial information
regarding you that has not been disclosed to the public.

Except upon order of government authority having jurisdiction, upon receipt of a written
request from a User, or upon written consent by the other party, the Company and you covenant
and agree that they will not disclose to third parties or use for their own benefit or the benefit of
any third party, any Confidential Information entrusted by the other party or customers/Users in
the performance of services pursuant to this Agreement.
This Agreement is not a sale and does not convey to you any rights of ownership in or
related to the Service or Software, or any intellectual property rights owned or licensed by the
Company. The Company name, the Company logo, and the product names associated with the
Service and Software are trademarks of the Company or third parties, and no right or license is
granted to use them.
Indemnification
By entering into this Agreement, you agree to defend, indemnify, protect and hold
harmless the Company, its licensors and each such party’s parent organizations, subsidiaries,
affiliates, officers, directors, members, employees, attorneys and agents, from any and all claims,
demands, damages, suits, losses, liabilities, expenses (including attorneys’ fees and costs), and
causes of action arising directly or indirectly from out of or in connection with (a) your actions
(or omissions) arising from the performance of services under this Agreement, including
personal injury or death to any person (including you and/or your employees); (b) liability for
civil and/or criminal conduct (e.g., assault, battery, fraud); (c) any liability arising from your
failure to comply with the terms of this Agreement, including with respect to payment of wages,
benefits or expenses due your employees, agents, or subcontractors; and (d) your use (or misuse)
of the Software or Service.
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Damage or Injury Claims
You shall be liable to the User for all claims of damage and/or injury to any User
sustained while being transported by you. You agree to notify the Company of any damage or
injury as soon as practicable after the damage or injury occurs. You understand that insurance
may or may not provide coverage for damage or injury, or it may provide coverage for some, but
not all, damage or injury.
You agree to fully cooperate with the User and/or the Company to resolve injury or
damage claims as quickly as possible. You further acknowledge that, in the event of damage or
an insurance claim, the Company may inform your insurance provider, or the insurance provider
of any other party involved, of the claim and provide information about your acceptance or
performance of a Request at the time of the damage or incident underlying a claim.
You agree that, in the event the Company is held liable for any injury or damage to any
User caused by you, the Company shall have the right to recover such amount from you.
Similarly, should the Company voluntarily elect to pay any amount owed to a User for damage
or injury to a User caused by you or for which you are responsible and/or liable, the Company
shall have the same right as the User to recover from you (i.e., the Company stands in the shoes
of the User).
Relationship of Parties
This Agreement is between two co-equal, independent business enterprises that are
separately owned and operated. The Parties intend this Agreement to create the relationship of
principal and independent contractor and not that of employer and employee. The Parties are not
employees, agents, joint venturers or partners of each other for any purpose.
As an independent contractor, you recognize that you are not entitled to unemployment
benefits following termination of the Parties’ relationship.
Termination of Agreement
This Agreement shall remain in effect until terminated as follows:
i.

At any time upon mutual written consent of the Parties hereto.

ii.

If one party has materially breached the Agreement, upon seven (7) days’ written
notice to the breaching party, with such notice specifying the breach relied upon.

iii.

By either party without cause upon thirty (30) days’ prior written notice to the
other party, with the date of mailing commencing the thirty (30) day period.

iv.

The Agreement shall be automatically terminated for inactivity of more than 180
days, with the date of termination being the 180th day following the date of the
last Request accepted and performed by you.

The following acts or occurrences shall constitute a material breach of this Agreement:

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i.

Your failure to maintain current insurance coverage in the amounts and types
required herein.

ii.

Failure by the Company to remit to you all Service Fees due and owing within 30
days of the date the amount became due.

iii.

Your refusal to reimburse a User or the Company for any damage or injury caused
by you.

iv.

Refusal by the Company to provide documentation requested by you reasonably
relating to a damage or injury claim arising under this Agreement.

v.

Your refusal to fully complete Request after acceptance without waiver by the
User or the Company.

vi.

Failure by either party to maintain all licenses and permits required by law and/or
this Agreement.

vii.

Assignment of a job by you to an employee, agent, or subcontractor who does not
possess the requisite licenses, insurance coverage, or permits required of you
under this Agreement, or enabling anyone to access the Software or Service
without the Company’s prior written authorization for that person to access the
Software or Service.

viii.

A major driving violation, such as a citation for reckless driving, while
transporting a User.

ix.

Your loss of license and/or full driving privileges, or your use of a driver who is
not fully and properly licensed and approved by the Company to perform the job
offered through the Service.

x.

Intentional misrepresentations by you, your employees, agents or subcontractors
to a User or the Company, including intentionally taking an indirect route to the
User’s specified destination.

xi.

Violation by either party of the Intellectual Property Ownership provision of the
Agreement.

xii.

Documented complaint by a User that you and/or your employee or subcontractor
engaged in conduct that a reasonable person would find physically threatening,
highly offensive or harassing.

Arbitration Provision
Important Note Regarding this Arbitration provision:

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•

Arbitration does not limit or affect the legal claims you may bring against the
Company. 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 the Company.

• IMPORTANT: This arbitration provision will require you to resolve
any claim that you may have against the Company or 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 the Company or Uber. It also precludes you from
participating in or recovering relief under any current or future class,
collective, or representative action brought against the Company or
Uber by someone else.
o Cases have been filed against Uber and may be filed in the future
involving claims by users of the Service, including by drivers. You
should assume that there are now, and may be in the future, lawsuits
against the Company or 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-10172DJC (DISTRICT OF MASSACHUSETTS) AND O’CONNOR V.
UBER TECHNOLOGIES, INC., ET AL., CASE NO. CV 13-03826EMC (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: [phone], Fax: [phone], email: [e-mail]).
o 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 the Company, you
are agreeing in advance that you will not participate in and therefore,

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will not seek to recover monetary or other relief under any such class,
collective, and/or representative lawsuit.
o However, as discussed above, if you agree to arbitration, you will not
be precluded from bringing your claims against the Company or 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
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.
i.

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 the Company, including termination of the relationship. This
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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 the Company 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.
The parties expressly agree that Uber is an intended third-party beneficiary of this
Arbitration Provision.
ii.

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 this Arbitration Provision shall not apply:
Claims for workers compensation, state disability insurance and unemployment insurance
benefits;
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 your, the Company’s, or Uber’s intellectual property rights;
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.
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iii.

Selecting The Arbitrator and Location of the Arbitration.

The Arbitrator shall be selected by mutual agreement of the Company and you. Unless
you and the Company 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:
http://www.jamsadr.com/rules-streamlined-arbitration/
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.
iv.

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 the Company or Uber shall be provided to Legal, Rasier, LLC, 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.
v.

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 the Company 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. 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 the Company 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, the Company

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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.
vi.

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, the Company will pay the Arbitrator's and arbitration fees. If under applicable
law the Company 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.
vii.

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.
viii.

Your Right To Opt Out Of Arbitration.

Arbitration is not a mandatory condition of your contractual relationship with the
Company. If you do not want to be subject to this Arbitration Provision, you may opt out
of this Arbitration Provision by notifying the Company in writing of your desire to opt out
of this Arbitration Provision, which writing must be dated, signed and delivered by either
by (1) sending, within 30 days of the date this Agreement is executed by you, electronic mail
to [e-mail], 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:
Legal
Rasier, LLC
1455 Market St., Ste. 400

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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 the Company. Should you not opt out of this
Arbitration Provision within the 30-day period, you and the Company 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.
ix.

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.
Notice
The Company may give notice by means of a general notice to you through the Software,
electronic mail to your email address on record in the Company’s account information, or by
written communication sent by first class mail or pre-paid post to your principal place of
business on record in the Company’s account information. Such notice shall be deemed to have
been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or
pre-paid post) or 12 hours after sending (if sent by email or through the Software).
You may give notice to the Company (such notice shall be deemed given when
received by the Company) at any time by any of the following: (a) letter sent by email to
[e-mail]; or (b) letter delivered by nationally recognized overnight delivery
service or first class postage prepaid mail to the Company at the following address:
Rasier, LLC, 1455 Market St., Ste. 400, San Francisco CA 94103 addressed to the
attention of: Legal.
Assignment
You may not assign this Agreement without the prior written approval of the Company.
Any purported assignment in violation of this section shall be void. The Company shall have the
right, without your consent and in its sole discretion, to assign the Agreement or all or any of its
obligations and rights hereunder provided that the assignee of the Company’s obligations under
such assignment is, in the Company’s reasonable judgment, able to perform the Company’s
obligations under this Agreement. Upon such assignment, the Company shall have no further
liability to the Transportation Provider for the obligations assigned.
Confidentiality Of Agreement
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You represent you have not disclosed and agree to maintain in confidence the contents
and terms of this Agreement, unless any such information is otherwise publicly available or its
disclosure is mandated by law. You agree to take every reasonable precaution to prevent
disclosure of the contents and terms of this Agreement, including by your personnel, to third
parties, and agree that there will be no publicity, directly or indirectly, concerning any terms and
conditions contained herein. You agree to disclose the terms and conditions of the Agreement
only to those attorneys, accountants, governmental entities, and family members who have a
need to know of such information and then only to the extent absolutely necessary. In the event
you must disclose certain terms and conditions of the Agreement to the necessary third parties
identified, you agree to inform Rasier of the nature and extent of the disclosure and further agree
to inform the necessary third parties of this confidentiality provision and take every precaution to
ensure those parties do not disclose the terms and conditions of the Agreement themselves.
General
Except as otherwise explicitly set forth in this agreement, if any provision of the
Agreement is held to be invalid or unenforceable, such provision shall be stricken and the
remaining provisions shall be enforced to the fullest extent under law. The failure of the
Company 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 the Company in writing. 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 Uber’s website or mobile application. Except
as explicitly set forth in this Agreement, nothing contained in this provision or this Agreement is
intended to or shall be interpreted to create any third-party beneficiary claims.
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 the
Company 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 the Company in writing.

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By clicking “I agree”, 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 the Company.

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