Uber Driver Software Agreement
Uber Driver Software Agreement
IMPORTANT:	
 PLEASE	
 NOTE	
 THAT	
 TO	
 USE	
 THE	
 UBER	
 SERVICES,	
 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.	
 
1. Definitions	
 
1.1      Affiliate	
 means	
 an	
 entity	
 that,	
 directly	
 or	
 indirectly,	
 controls,	
 is	
 under	
 the	
 control	
 of,	
 or	
 is	
 
         under	
 common	
 control	
 with	
 a	
 party,	
 where	
 control	
 means	
 having	
 more	
 than	
 fifty	
 percent	
 (50%)	
 
         of	
 the	
 voting	
 stock	
 or	
 other	
 ownership	
 interest	
 or	
 the	
 majority	
 of	
 the	
 voting	
 rights	
 of	
 such	
 entity.	
 	
 
1.2      City	
 Addendum	
 means	
 an	
 addendum	
 to	
 this	
 Agreement	
 setting	
 forth	
 additional	
 Territory-
         specific	
 terms,	
 as	
 updated	
 by	
 Uber	
 from	
 time	
 to	
 time.	
 	
 	
 
1.3      Company	
 Data	
 means	
 all	
 data	
 related	
 to	
 the	
 access	
 and	
 use	
 of	
 the	
 Uber	
 Services	
 hereunder,	
 
         including	
 all	
 data	
 related	
 to	
 Users	
 (including	
 User	
 Information),	
 all	
 data	
 related	
 to	
 the	
 provision	
 
         of	
 Transportation	
 Services	
 via	
 the	
 Uber	
 Services	
 and	
 the	
 Driver	
 App,	
 and	
 the	
 Driver	
 ID.	
 
1.4      Company	
 Device	
 means	
 a	
 mobile	
 device	
 owned	
 or	
 controlled	
 by	
 Company	
 that	
 is	
 provided	
 to	
 
         you	
 solely	
 for	
 your	
 use	
 of	
 the	
 Driver	
 App	
 to	
 provide	
 Transportation	
 Services.	
 
1.5      Device	
 means	
 a	
 Company	
 Device	
 or	
 Your	
 Device,	
 as	
 the	
 case	
 may	
 be.	
 	
 
1.6      Driver	
 App	
 means	
 the	
 mobile	
 application	
 provided	
 by	
 Company	
 that	
 enables	
 transportation	
 
         providers	
 to	
 access	
 the	
 Uber	
 Services	
 for	
 the	
 purpose	
 of	
 seeking,	
 receiving	
 and	
 fulfilling	
 on-
         demand	
 requests	
 for	
 transportation	
 services	
 by	
 Users,	
 as	
 may	
 be	
 updated	
 or	
 modified	
 from	
 time	
 
         to	
 time.	
 
1.7      Driver	
 ID	
 means	
 the	
 identification	
 and	
 password	
 key	
 assigned	
 by	
 Company	
 to	
 you	
 that	
 enables	
 
         you	
 to	
 use	
 and	
 access	
 the	
 Driver	
 App.	
 
1.8      Fare	
 has	
 the	
 meaning	
 set	
 forth	
 in	
 Section	
 4.1.	
 
1.9      Service	
 Fee	
 has	
 the	
 meaning	
 set	
 forth	
 in	
 Section	
 4.4.	
 	
 	
 	
 
1.10     Territory	
 means	
 the	
 city	
 or	
 metro	
 areas	
 in	
 the	
 United	
 States	
 in	
 which	
 you	
 are	
 enabled	
 by	
 the	
 
         Driver	
 App	
 to	
 provide	
 Transportation	
 Services.	
 	
 
1.11     Tolls	
 means	
 any	
 applicable	
 road,	
 bridge,	
 ferry,	
 tunnel	
 and	
 airport	
 charges	
 and	
 fees,	
 including	
 
         inner-city	
 congestion,	
 environmental	
 or	
 similar	
 charges	
 as	
 reasonably	
 determined	
 by	
 the	
 Uber	
 
         Services	
 based	
 on	
 available	
 information.	
 
1.12     Transportation	
 Services	
 means	
 your	
 provision	
 of	
 P2P	
 passenger	
 transportation	
 services	
 to	
 
         Users	
 via	
 the	
 Uber	
 Services	
 in	
 the	
 Territory	
 using	
 the	
 Vehicle.	
 
1.13     Uber	
 Services	
 mean	
 Ubers	
 on-demand	
 lead	
 generation	
 and	
 related	
 services	
 licensed	
 by	
 Uber	
 
         to	
 Company	
 that	
 enable	
 transportation	
 providers	
 to	
 seek,	
 receive	
 and	
 fulfill	
 on-demand	
 
         requests	
 for	
 transportation	
 services	
 by	
 Users	
 seeking	
 transportation	
 services,	
 which	
 services	
 
         include	
 Ubers	
 software,	
 websites,	
 payment	
 services	
 as	
 described	
 in	
 Section	
 4	
 below,	
 and	
 
         related	
 support	
 services	
 systems,	
 as	
 may	
 be	
 updated	
 or	
 modified	
 from	
 time	
 to	
 time.	
 
1.14     User	
 means	
 an	
 end	
 user	
 authorized	
 by	
 Uber	
 to	
 use	
 the	
 Uber	
 mobile	
 application	
 for	
 the	
 
         purpose	
 of	
 obtaining	
 Transportation	
 Services	
 offered	
 by	
 Companys	
 transportation	
 provider	
 
         customers.	
 	
 
1.15     User	
 Information	
 means	
 information	
 about	
 a	
 User	
 made	
 available	
 to	
 you	
 in	
 connection	
 with	
 
         such	
 Users	
 request	
 for	
 and	
 use	
 of	
 Transportation	
 Services,	
 which	
 may	
 include	
 the	
 Users	
 name,	
 
         pick-up	
 location,	
 contact	
 information	
 and	
 photo.	
 
1.16     Vehicle	
 means	
 your	
 vehicle	
 that:	
 	
 (a)	
 meets	
 the	
 then-current	
 Company	
 requirements	
 for	
 a	
 
         vehicle	
 on	
 the	
 Uber	
 Services;	
 and	
 (b)	
 Company	
 authorizes	
 for	
 your	
 use	
 for	
 the	
 purpose	
 of	
 
         providing	
 Transportation	
 Services.	
 
1.17        Your	
 Device	
 means	
 a	
 mobile	
 device	
 owned	
 or	
 controlled	
 by	
 you:	
 	
 (a)	
 that	
 meets	
 the	
 then-
            current	
 Company	
 specifications	
 for	
 mobile	
 devices	
 as	
 set	
 forth	
 at	
 www.uber.com/byod-devices;	
 
            and	
 (b)	
 on	
 which	
 the	
 Driver	
 App	
 has	
 been	
 installed	
 as	
 authorized	
 by	
 Company	
 solely	
 for	
 the	
 
            purpose	
 of	
 providing	
 Transportation	
 Services.	
 
2. Use	
 of	
 the	
 Uber	
 Services	
 	
 
2.1         Driver	
 IDs.	
 Uber	
 will	
 issue	
 you	
 a	
 Driver	
 ID	
 to	
 enable	
 you	
 to	
 access	
 and	
 use	
 the	
 Driver	
 App	
 on	
 a	
 
            Device	
 in	
 accordance	
 with	
 this	
 Agreement.	
 You	
 acknowledge	
 and	
 agree	
 that	
 you	
 are	
 required	
 to	
 
            fulfill	
 a	
 request	
 for	
 Transportation	
 Services	
 using	
 the	
 Driver	
 App	
 at	
 least	
 once	
 a	
 month	
 to	
 
            maintain	
 an	
 active	
 Driver	
 profile,	
 and	
 Company	
 reserves	
 the	
 right	
 to	
 deactivate	
 your	
 Driver	
 ID	
 if	
 
            you	
 have	
 not	
 fulfilled	
 a	
 request	
 for	
 Transportation	
 Services	
 using	
 the	
 Driver	
 App	
 at	
 least	
 once	
 a	
 
            month.	
 You	
 agree	
 that	
 you	
 will	
 maintain	
 your	
 Driver	
 ID	
 in	
 confidence	
 and	
 not	
 share	
 your	
 
            Driver	
 ID	
 with	
 any	
 third	
 party.	
 You	
 will	
 immediately	
 notify	
 Company	
 of	
 any	
 actual	
 or	
 
            suspected	
 breach	
 or	
 improper	
 use	
 or	
 disclosure	
 of	
 your	
 Driver	
 ID	
 or	
 the	
 Driver	
 App.	
 	
 
2.2         Provision	
 of	
 Transportation	
 Services.	
 When	
 the	
 Driver	
 App	
 is	
 active,	
 User	
 requests	
 for	
 
            Transportation	
 Services	
 may	
 appear	
 to	
 you	
 via	
 the	
 Driver	
 App	
 if	
 you	
 are	
 available	
 and	
 in	
 the	
 
            vicinity	
 of	
 the	
 User.	
 If	
 you	
 accept	
 a	
 Users	
 request	
 for	
 Transportation	
 Services,	
 the	
 Uber	
 Services	
 
            will	
 provide	
 you	
 with	
 certain	
 User	
 Information	
 via	
 the	
 Driver	
 App,	
 including	
 the	
 Users	
 first	
 name	
 
            and	
 pickup	
 location.	
 It	
 is	
 recommended	
 that	
 you	
 wait	
 at	
 least	
 ten	
 (10)	
 minutes	
 for	
 a	
 User	
 to	
 
            show	
 up	
 at	
 the	
 requested	
 pick-up	
 location.	
 You	
 will	
 obtain	
 the	
 destination	
 from	
 the	
 User,	
 either	
 
            in	
 person	
 upon	
 pickup	
 or	
 from	
 the	
 Driver	
 App	
 if	
 the	
 User	
 elects	
 to	
 enter	
 such	
 destination	
 via	
 
            Ubers	
 mobile	
 application.	
 You	
 acknowledge	
 and	
 agree	
 that	
 once	
 you	
 have	
 accepted	
 a	
 Users	
 
            request	
 for	
 Transportation	
 Services,	
 Ubers	
 mobile	
 application	
 may	
 provide	
 certain	
 information	
 
            about	
 you	
 to	
 the	
 User,	
 including	
 your	
 first	
 name,	
 contact	
 information,	
 photo	
 and	
 location,	
 and	
 
            your	
 Vehicles	
 make	
 and	
 license	
 plate	
 number.	
 You	
 shall	
 not	
 contact	
 any	
 Users	
 for	
 any	
 reason	
 
            except	
 for	
 the	
 purposes	
 of	
 fulfilling	
 Transportation	
 Services.	
 As	
 between	
 Company	
 and	
 you,	
 you	
 
            acknowledge	
 and	
 agree	
 that:	
 	
 (a)	
 you	
 shall	
 be	
 solely	
 responsible	
 for	
 determining	
 the	
 most	
 
            effective,	
 efficient	
 and	
 safe	
 manner	
 to	
 perform	
 each	
 instance	
 of	
 Transportation	
 Services;	
 and	
 (b)	
 
            except	
 for	
 the	
 Uber	
 Services	
 or	
 any	
 Company	
 Devices	
 (if	
 applicable),	
 you	
 shall	
 provide	
 all	
 
            necessary	
 equipment,	
 tools	
 and	
 other	
 materials,	
 at	
 your	
 own	
 expense,	
 necessary	
 to	
 perform	
 
            Transportation	
 Services.	
 
2.3         Your	
 Relationship	
 with	
 Users.	
 You	
 acknowledge	
 and	
 agree	
 that	
 your	
 provision	
 of	
 Transportation	
 
            Services	
 to	
 Users	
 creates	
 a	
 direct	
 business	
 relationship	
 between	
 you	
 and	
 the	
 User.	
 Company	
 is	
 
            not	
 responsible	
 or	
 liable	
 for	
 the	
 actions	
 or	
 inactions	
 of	
 a	
 User	
 in	
 relation	
 to	
 your	
 activities	
 or	
 
            your	
 Vehicle.	
 You	
 shall	
 have	
 the	
 sole	
 responsibility	
 for	
 any	
 obligations	
 or	
 liabilities	
 to	
 Users	
 or	
 
            third	
 parties	
 that	
 arise	
 from	
 your	
 provision	
 of	
 Transportation	
 Services.	
 You	
 acknowledge	
 and	
 
            agree	
 that	
 you	
 are	
 solely	
 responsible	
 for	
 taking	
 such	
 precautions	
 as	
 may	
 be	
 reasonable	
 and	
 
            proper	
 (including	
 maintaining	
 adequate	
 insurance	
 that	
 meets	
 the	
 requirements	
 of	
 all	
 applicable	
 
            laws)	
 regarding	
 any	
 acts	
 or	
 omissions	
 of	
 a	
 User	
 or	
 third	
 party.	
 You	
 acknowledge	
 and	
 agree	
 that	
 
            Company	
 may	
 release	
 your	
 contact	
 and/or	
 insurance	
 information	
 to	
 a	
 User	
 upon	
 such	
 Users	
 
            reasonable	
 request.	
 You	
 acknowledge	
 and	
 agree	
 that,	
 unless	
 specifically	
 consented	
 to	
 by	
 a	
 User,	
 
            you	
 may	
 not	
 transport	
 or	
 allow	
 inside	
 your	
 Vehicle	
 individuals	
 other	
 than	
 a	
 User	
 and	
 any	
 
            individuals	
 authorized	
 by	
 such	
 User,	
 during	
 the	
 performance	
 of	
 Transportation	
 Services	
 for	
 such	
 
            User.	
 You	
 acknowledge	
 and	
 agree	
 that	
 all	
 Users	
 should	
 be	
 transported	
 directly	
 to	
 their	
 specified	
 
            destination,	
 as	
 directed	
 by	
 the	
 applicable	
 User,	
 without	
 unauthorized	
 interruption	
 or	
 
            unauthorized	
 stops.	
 	
 	
 	
 	
 	
 	
 
2.4   Your	
 Relationship	
 with	
 Company.	
 You	
 acknowledge	
 and	
 agree	
 that	
 Companys	
 provision	
 to	
 you	
 
      of	
 the	
 Driver	
 App	
 and	
 the	
 Uber	
 Services	
 creates	
 a	
 direct	
 business	
 relationship	
 between	
 Company	
 
      and	
 you.	
 Company	
 does	
 not,	
 and	
 shall	
 not	
 be	
 deemed	
 to,	
 direct	
 or	
 control	
 you	
 generally	
 or	
 in	
 
      your	
 performance	
 under	
 this	
 Agreement	
 specifically,	
 including	
 in	
 connection	
 with	
 your	
 provision	
 
      of	
 Transportation	
 Services,	
 your	
 acts	
 or	
 omissions,	
 or	
 your	
 operation	
 and	
 maintenance	
 of	
 your	
 
      Vehicle.	
 You	
 retain	
 the	
 sole	
 right	
 to	
 determine	
 when	
 and	
 for	
 how	
 long	
 you	
 will	
 utilize	
 the	
 Driver	
 
      App	
 or	
 the	
 Uber	
 Services.	
 You	
 retain	
 the	
 option,	
 via	
 the	
 Driver	
 App,	
 to	
 attempt	
 to	
 accept	
 or	
 to	
 
      decline	
 or	
 ignore	
 a	
 Users	
 request	
 for	
 Transportation	
 Services	
 via	
 the	
 Uber	
 Services,	
 or	
 to	
 cancel	
 
      an	
 accepted	
 request	
 for	
 Transportation	
 Services	
 via	
 the	
 Driver	
 App,	
 subject	
 to	
 Companys	
 then-
      current	
 cancellation	
 policies.	
 With	
 the	
 exception	
 of	
 any	
 signage	
 required	
 by	
 local	
 law	
 or	
 
      permit/license	
 requirements,	
 Company	
 shall	
 have	
 no	
 right	
 to	
 require	
 you	
 to:	
 	
 (a)	
 display	
 
      Companys	
 or	
 any	
 of	
 its	
 Affiliates	
 names,	
 logos	
 or	
 colors	
 on	
 your	
 Vehicle(s);	
 or	
 (b)	
 wear	
 a	
 
      uniform	
 or	
 any	
 other	
 clothing	
 displaying	
 Companys	
 or	
 any	
 of	
 its	
 Affiliates	
 names,	
 logos	
 or	
 
      colors.	
 You	
 acknowledge	
 and	
 agree	
 that	
 you	
 have	
 complete	
 discretion	
 to	
 provide	
 services	
 or	
 
      otherwise	
 engage	
 in	
 other	
 business	
 or	
 employment	
 activities.	
 	
 For	
 the	
 sake	
 of	
 clarity,	
 you	
 
      understand	
 that	
 you	
 retain	
 the	
 complete	
 right	
 to;	
 (i)	
 use	
 other	
 software	
 application	
 services	
 in	
 
      addition	
 to	
 the	
 Uber	
 Services;	
 and	
 (ii)	
 engage	
 in	
 any	
 other	
 occupation	
 or	
 business.	
 Company	
 
      retains	
 the	
 right	
 to,	
 at	
 any	
 time	
 at	
 Company's	
 sole	
 discretion,	
 deactivate	
 or	
 otherwise	
 restrict	
 
      you	
 from	
 accessing	
 or	
 using	
 the	
 Driver	
 App	
 or	
 the	
 Uber	
 Services	
 in	
 the	
 event	
 of	
 a	
 violation	
 of	
 this	
 
      Agreement,	
 your	
 disparagement	
 of	
 Company	
 or	
 any	
 of	
 its	
 Affiliates,	
 your	
 act	
 or	
 omission	
 that	
 
      causes	
 harm	
 to	
 Companys	
 or	
 its	
 Affiliates	
 brand,	
 reputation	
 or	
 business	
 as	
 determined	
 by	
 
      Company	
 in	
 its	
 sole	
 discretion,	
 or	
 for	
 any	
 other	
 reason	
 at	
 the	
 reasonable	
 discretion	
 of	
 Company.	
 
2.5   Ratings.	
 	
 	
 
      2.5.1           You	
 acknowledge	
 and	
 agree	
 that:	
 	
 (a)	
 after	
 receiving	
 Transportation	
 Services,	
 a	
 User	
 will	
 
                      be	
 prompted	
 by	
 Ubers	
 mobile	
 application	
 to	
 provide	
 a	
 rating	
 of	
 you	
 and	
 such	
 
                      Transportation	
 Services	
 and,	
 optionally,	
 to	
 provide	
 comments	
 or	
 feedback	
 about	
 you	
 
                      and	
 such	
 Transportation	
 Services;	
 and	
 (b)	
 after	
 providing	
 Transportation	
 Services,	
 you	
 
                      will	
 be	
 prompted	
 by	
 the	
 Driver	
 App	
 to	
 provide	
 a	
 rating	
 of	
 the	
 User	
 and,	
 optionally,	
 to	
 
                      provide	
 comments	
 or	
 feedback	
 about	
 the	
 User.	
 You	
 shall	
 provide	
 your	
 ratings	
 and	
 
                      feedback	
 in	
 good	
 faith.	
 	
 
      2.5.2           You	
 acknowledge	
 that	
 Company	
 desires	
 that	
 Users	
 have	
 access	
 to	
 high-quality	
 services	
 
                      via	
 Ubers	
 mobile	
 application.	
 In	
 order	
 to	
 continue	
 to	
 receive	
 access	
 to	
 the	
 Driver	
 App	
 
                      and	
 the	
 Uber	
 Services,	
 you	
 must	
 maintain	
 an	
 average	
 rating	
 by	
 Users	
 that	
 exceeds	
 the	
 
                      minimum	
 average	
 acceptable	
 rating	
 established	
 by	
 Company	
 for	
 your	
 Territory,	
 as	
 may	
 
                      be	
 updated	
 from	
 time	
 to	
 time	
 by	
 Company	
 in	
 its	
 sole	
 discretion	
 (Minimum	
 Average	
 
                      Rating).	
 In	
 the	
 event	
 your	
 average	
 rating	
 falls	
 below	
 the	
 Minimum	
 Average	
 Rating,	
 
                      Company	
 will	
 notify	
 you	
 and	
 may	
 provide	
 you,	
 in	
 Companys	
 discretion,	
 a	
 limited	
 period	
 
                      of	
 time	
 to	
 raise	
 your	
 average	
 rating	
 above	
 the	
 Minimum	
 Average	
 Rating.	
 If	
 you	
 do	
 not	
 
                      increase	
 your	
 average	
 rating	
 above	
 the	
 Minimum	
 Average	
 Rating	
 within	
 the	
 time	
 period	
 
                      allowed	
 (if	
 any),	
 Company	
 reserves	
 the	
 right	
 to	
 deactivate	
 your	
 access	
 to	
 the	
 Driver	
 App	
 
                      and	
 the	
 Uber	
 Services.	
 Additionally,	
 you	
 acknowledge	
 that	
 your	
 repeated	
 failure	
 to	
 
                      accept	
 User	
 requests	
 for	
 Transportation	
 Services	
 while	
 you	
 are	
 logged	
 in	
 to	
 the	
 Driver	
 
                      App	
 creates	
 a	
 negative	
 experience	
 for	
 Users	
 of	
 Ubers	
 mobile	
 application.	
 If	
 you	
 do	
 not	
 
                      wish	
 to	
 accept	
 User	
 requests	
 for	
 Transportation	
 Services	
 for	
 a	
 period	
 of	
 time,	
 you	
 will	
 
                      log	
 off	
 of	
 the	
 Driver	
 App.	
 	
 
      2.5.3        Company	
 and	
 its	
 Affiliates	
 reserve	
 the	
 right	
 to	
 use,	
 share	
 and	
 display	
 your	
 and	
 User	
 
                   ratings	
 and	
 comments	
 in	
 any	
 manner	
 in	
 connection	
 with	
 the	
 business	
 of	
 Company	
 and	
 
                   its	
 Affiliates	
 without	
 attribution	
 to	
 you	
 or	
 your	
 approval.	
 You	
 acknowledge	
 and	
 agree	
 
                   that	
 Company	
 and	
 its	
 Affiliates	
 are	
 distributors	
 (without	
 any	
 obligation	
 to	
 verify)	
 and	
 not	
 
                   publishers	
 of	
 your	
 and	
 User	
 ratings	
 and	
 comments,	
 provided	
 that	
 Company	
 and	
 its	
 
                   Affiliates	
 reserve	
 the	
 right	
 to	
 edit	
 or	
 remove	
 comments	
 in	
 the	
 event	
 that	
 such	
 
                   comments	
 include	
 obscenities	
 or	
 other	
 objectionable	
 content,	
 include	
 an	
 individuals	
 
                   name	
 or	
 other	
 personal	
 information,	
 or	
 violate	
 any	
 privacy	
 laws,	
 other	
 applicable	
 laws,	
 
                   or	
 Companys	
 or	
 its	
 Affiliates	
 content	
 policies.	
 
2.6    Devices.	
 	
 
      2.6.1        If	
 you	
 elect	
 to	
 use	
 any	
 Company	
 Devices,	
 Company	
 will	
 supply	
 you	
 with	
 such	
 Company	
 
                   Devices	
 and	
 provide	
 the	
 necessary	
 wireless	
 data	
 plan	
 for	
 such	
 Devices,	
 provided	
 that	
 
                   Company	
 may,	
 at	
 its	
 discretion,	
 require	
 reimbursement	
 from	
 you	
 for	
 the	
 costs	
 
                   associated	
 with	
 the	
 wireless	
 data	
 plan	
 of	
 each	
 Company	
 Device	
 and/or	
 request	
 a	
 deposit	
 
                   for	
 each	
 Company	
 Device.	
 You	
 agree	
 that:	
 	
 (a)	
 Company	
 Devices	
 may	
 only	
 be	
 used	
 for	
 
                   the	
 purpose	
 of	
 enabling	
 your	
 access	
 to	
 the	
 Uber	
 Services;	
 and	
 (b)	
 Company	
 Devices	
 may	
 
                   not	
 be	
 transferred,	
 loaned,	
 sold	
 or	
 otherwise	
 provided	
 in	
 any	
 manner	
 to	
 any	
 party	
 other	
 
                   than	
 you.	
 Company	
 Devices	
 shall	
 at	
 all	
 times	
 remain	
 the	
 property	
 of	
 Company,	
 and	
 upon	
 
                   termination	
 of	
 this	
 Agreement	
 or	
 your	
 termination	
 or	
 deactivation,	
 you	
 agree	
 to	
 return	
 
                   to	
 Company	
 the	
 applicable	
 Company	
 Devices	
 within	
 ten	
 (10)	
 days.	
 You	
 agree	
 that	
 failure	
 
                   to	
 timely	
 return	
 any	
 Company	
 Devices,	
 or	
 damage	
 to	
 Company	
 Devices	
 outside	
 of	
 
                   normal	
 wear	
 and	
 tear,	
 will	
 result	
 in	
 the	
 forfeiture	
 of	
 related	
 deposits.	
 	
 
      2.6.2        If	
 you	
 elect	
 to	
 use	
 Your	
 Devices:	
 	
 (i)	
 you	
 are	
 responsible	
 for	
 the	
 acquisition,	
 cost	
 and	
 
                   maintenance	
 of	
 Your	
 Devices	
 as	
 well	
 as	
 any	
 necessary	
 wireless	
 data	
 plan;	
 and	
 (ii)	
 
                   Company	
 shall	
 make	
 available	
 the	
 Driver	
 App	
 for	
 installation	
 on	
 Your	
 Device.	
 Company	
 
                   hereby	
 grants	
 you	
 a	
 personal,	
 non-exclusive,	
 non-transferable	
 license	
 to	
 install	
 and	
 use	
 
                   the	
 Driver	
 App	
 on	
 Your	
 Device	
 solely	
 for	
 the	
 purpose	
 of	
 providing	
 Transportation	
 
                   Services.	
 	
 You	
 agree	
 to	
 not	
 provide,	
 distribute	
 or	
 share,	
 or	
 enable	
 the	
 provision,	
 
                   distribution	
 or	
 sharing	
 of,	
 the	
 Driver	
 App	
 (or	
 any	
 data	
 associated	
 therewith)	
 with	
 any	
 
                   third	
 party.	
 	
 The	
 foregoing	
 license	
 grant	
 shall	
 immediately	
 terminate	
 and	
 you	
 will	
 delete	
 
                   and	
 fully	
 remove	
 the	
 Driver	
 App	
 from	
 the	
 Driver-Provided	
 Device	
 in	
 the	
 event	
 that	
 you	
 
                   cease	
 to	
 provide	
 Transportation	
 Services	
 using	
 Your	
 Device.	
 You	
 agree	
 that:	
 	
 (i)	
 use	
 of	
 
                   the	
 Driver	
 App	
 on	
 Your	
 Device	
 requires	
 an	
 active	
 data	
 plan	
 with	
 a	
 wireless	
 carrier	
 
                   associated	
 with	
 Your	
 Device,	
 which	
 data	
 plan	
 will	
 be	
 provided	
 by	
 you	
 at	
 your	
 own	
 
                   expense;	
 and	
 (ii)	
 use	
 of	
 the	
 Driver	
 App	
 on	
 Your	
 Device	
 as	
 an	
 interface	
 with	
 the	
 Uber	
 
                   Services	
 may	
 consume	
 very	
 large	
 amounts	
 of	
 data	
 through	
 the	
 data	
 plan.	
 	
 COMPANY	
 
                   ADVISES	
 THAT	
 YOUR	
 DEVICE	
 ONLY	
 BE	
 USED	
 UNDER	
 A	
 DATA	
 PLAN	
 WITH	
 UNLIMITED	
 
                   OR	
 VERY	
 HIGH	
 DATA	
 USAGE	
 LIMITS,	
 AND	
 COMPANY	
 SHALL	
 NOT	
 BE	
 RESPONSIBLE	
 OR	
 
                   LIABLE	
 FOR	
 ANY	
 FEES,	
 COSTS,	
 OR	
 OVERAGE	
 CHARGES	
 ASSOCIATED	
 WITH	
 ANY	
 DATA	
 
                   PLAN.	
 	
 	
 
2.7   Location	
 Based	
 Services.	
 You	
 acknowledge	
 and	
 agree	
 that	
 your	
 geo-location	
 information	
 must	
 
      be	
 provided	
 to	
 the	
 Uber	
 Services	
 via	
 a	
 Device	
 in	
 order	
 to	
 provide	
 Transportation	
 Services.	
 You	
 
      acknowledge	
 and	
 agree	
 that:	
 	
 (a)	
 your	
 geo-location	
 information	
 will	
 be	
 monitored	
 and	
 tracked	
 
      by	
 the	
 Uber	
 Services	
 when	
 you	
 are	
 logged	
 into	
 the	
 Driver	
 App	
 and	
 available	
 to	
 receive	
 requests	
 
      for	
 Transportation	
 Services	
 or	
 when	
 you	
 are	
 providing	
 Transportation	
 Services;	
 and	
 (b)	
 the	
 
      approximate	
 location	
 of	
 your	
 Vehicle	
 will	
 be	
 displayed	
 to	
 the	
 User	
 before	
 and	
 during	
 the	
 
           provision	
 of	
 Transportation	
 Services	
 to	
 such	
 User.	
 In	
 addition,	
 Company	
 and	
 its	
 Affiliates	
 may	
 
           monitor,	
 track	
 and	
 share	
 your	
 geo-location	
 information	
 obtained	
 by	
 the	
 Driver	
 App	
 and	
 Device	
 
           for	
 their	
 technical,	
 marketing	
 and	
 commercial	
 purposes,	
 including	
 to	
 provide	
 and	
 improve	
 their	
 
           products	
 and	
 services.	
 
3. You	
 and	
 Your	
 Vehicle	
 
3.1         Your	
 Requirements.	
 You	
 acknowledge	
 and	
 agree	
 that	
 at	
 all	
 times,	
 you	
 shall:	
 	
 (a)	
 hold	
 and	
 
            maintain	
 (i)	
 a	
 valid	
 driver's	
 license	
 with	
 the	
 appropriate	
 level	
 of	
 certification	
 to	
 operate	
 your	
 
            Vehicle,	
 and	
 (ii)	
 all	
 licenses,	
 permits,	
 approvals	
 and	
 authority	
 applicable	
 to	
 you	
 that	
 are	
 
            necessary	
 to	
 provide	
 passenger	
 transportation	
 services	
 to	
 third	
 parties	
 in	
 the	
 Territory;	
 (b)	
 
            possess	
 the	
 appropriate	
 and	
 current	
 level	
 of	
 training,	
 expertise	
 and	
 experience	
 to	
 provide	
 
            Transportation	
 Services	
 in	
 a	
 professional	
 manner	
 with	
 due	
 skill,	
 care	
 and	
 diligence;	
 and	
 (c)	
 
            maintain	
 high	
 standards	
 of	
 professionalism,	
 service	
 and	
 courtesy.	
 You	
 acknowledge	
 and	
 agree	
 
            that	
 you	
 may	
 be	
 subject	
 to	
 certain	
 background	
 and	
 driving	
 record	
 checks	
 from	
 time	
 to	
 time	
 in	
 
            order	
 to	
 qualify	
 to	
 provide,	
 and	
 remain	
 eligible	
 to	
 provide,	
 Transportation	
 Services.	
 You	
 
            acknowledge	
 and	
 agree	
 that	
 Company	
 reserves	
 the	
 right,	
 at	
 any	
 time	
 in	
 Companys	
 sole	
 
            discretion,	
 to	
 deactivate	
 or	
 otherwise	
 restrict	
 you	
 from	
 accessing	
 or	
 using	
 the	
 Driver	
 App	
 or	
 the	
 
            Uber	
 Services	
 if	
 you	
 fail	
 to	
 meet	
 the	
 requirements	
 set	
 forth	
 in	
 this	
 Agreement.	
 
3.2        Vehicle	
 Requirements.	
 You	
 acknowledge	
 and	
 agree	
 that	
 your	
 Vehicle	
 shall	
 at	
 all	
 times	
 be:	
 	
 (a)	
 
           properly	
 registered	
 and	
 licensed	
 to	
 operate	
 as	
 a	
 passenger	
 transportation	
 vehicle	
 in	
 the	
 
           Territory;	
 (b)	
 owned	
 or	
 leased	
 by	
 you,	
 or	
 otherwise	
 in	
 your	
 lawful	
 possession;	
 (c)	
 suitable	
 for	
 
           performing	
 the	
 passenger	
 transportation	
 services	
 contemplated	
 by	
 this	
 Agreement;	
 and	
 (d)	
 
           maintained	
 in	
 good	
 operating	
 condition,	
 consistent	
 with	
 industry	
 safety	
 and	
 maintenance	
 
           standards	
 for	
 a	
 Vehicle	
 of	
 its	
 kind	
 and	
 any	
 additional	
 standards	
 or	
 requirements	
 in	
 the	
 applicable	
 
           Territory,	
 and	
 in	
 a	
 clean	
 and	
 sanitary	
 condition.	
 	
 
3.3        Documentation.	
 To	
 ensure	
 your	
 compliance	
 with	
 all	
 requirements	
 in	
 Sections	
 3.1	
 and	
 3.2	
 above,	
 
           you	
 must	
 provide	
 Company	
 with	
 written	
 copies	
 of	
 all	
 such	
 licenses,	
 permits,	
 approvals,	
 
           authority,	
 registrations	
 and	
 certifications	
 prior	
 to	
 your	
 provision	
 of	
 any	
 Transportation	
 Services.	
 
           Thereafter,	
 you	
 must	
 submit	
 to	
 Company	
 written	
 evidence	
 of	
 all	
 such	
 licenses,	
 permits,	
 
           approvals,	
 authority,	
 registrations	
 and	
 certifications	
 as	
 they	
 are	
 renewed.	
 Company	
 shall,	
 upon	
 
           request,	
 be	
 entitled	
 to	
 review	
 such	
 licenses,	
 permits,	
 approvals,	
 authority,	
 registrations	
 and	
 
           certifications	
 from	
 time	
 to	
 time,	
 and	
 your	
 failure	
 to	
 provide	
 or	
 maintain	
 any	
 of	
 the	
 foregoing	
 
           shall	
 constitute	
 a	
 material	
 breach	
 of	
 this	
 Agreement.	
 	
 	
 
4. Financial	
 Terms	
 
4.1        Fare	
 Calculation	
 and	
 Your	
 Payment.	
 You	
 are	
 entitled	
 to	
 charge	
 a	
 fare	
 for	
 each	
 instance	
 of	
 
           completed	
 Transportation	
 Services	
 provided	
 to	
 a	
 User	
 that	
 are	
 obtained	
 via	
 the	
 Uber	
 Services	
 
           (Fare),	
 where	
 such	
 Fare	
 is	
 calculated	
 based	
 upon	
 a	
 base	
 fare	
 amount	
 plus	
 mileage	
 and/or	
 time	
 
           amounts,	
 as	
 detailed	
 for	
 the	
 applicable	
 Territory	
 (Fare	
 Calculation).	
 You	
 are	
 also	
 entitled	
 to	
 
           charge	
 User	
 for	
 any	
 Tolls,	
 taxes	
 or	
 fees	
 incurred	
 during	
 the	
 provision	
 of	
 Transportation	
 Services,	
 
           and,	
 if	
 applicable.	
 You:	
 	
 (i)	
 appoint	
 Company	
 as	
 your	
 limited	
 payment	
 collection	
 agent	
 solely	
 for	
 
           the	
 purpose	
 of	
 accepting	
 the	
 Fare,	
 applicable	
 Tolls	
 and,	
 depending	
 on	
 the	
 region	
 and/or	
 if	
 
           requested	
 by	
 you,	
 applicable	
 taxes	
 and	
 fees	
 from	
 the	
 User	
 on	
 your	
 behalf	
 via	
 the	
 payment	
 
           processing	
 functionality	
 facilitated	
 by	
 the	
 Uber	
 Services;	
 and	
 (ii)	
 agree	
 that	
 payment	
 made	
 by	
 
           User	
 to	
 Company	
 shall	
 be	
 considered	
 the	
 same	
 as	
 payment	
 made	
 directly	
 by	
 User	
 to	
 you.	
 In	
 
           addition,	
 the	
 parties	
 acknowledge	
 and	
 agree	
 that	
 as	
 between	
 you	
 and	
 Company,	
 the	
 Fare	
 is	
 a	
 
           recommended	
 amount,	
 and	
 the	
 primary	
 purpose	
 of	
 the	
 pre-arranged	
 Fare	
 is	
 to	
 act	
 as	
 the	
 
      default	
 amount	
 in	
 the	
 event	
 you	
 do	
 not	
 negotiate	
 a	
 different	
 amount.	
 You	
 shall	
 always	
 have	
 the	
 
      right	
 to:	
 (i)	
 charge	
 a	
 fare	
 that	
 is	
 less	
 than	
 the	
 pre-arranged	
 Fare;	
 or	
 (ii)	
 negotiate,	
 at	
 your	
 
      request,	
 a	
 Fare	
 that	
 is	
 lower	
 than	
 the	
 pre-arranged	
 Fare	
 (each	
 of	
 (i)	
 and	
 (ii)	
 herein,	
 a	
 Negotiated	
 
      Fare).	
 Company	
 shall	
 consider	
 all	
 such	
 requests	
 from	
 you	
 in	
 good	
 faith.	
 Company	
 agrees	
 to	
 
      remit	
 to	
 you	
 on	
 at	
 least	
 a	
 weekly	
 basis:	
 	
 (a)	
 the	
 Fare	
 less	
 the	
 applicable	
 Service	
 Fee;	
 (b)	
 the	
 Tolls;	
 
      and	
 (c)	
 depending	
 on	
 the	
 region,	
 certain	
 taxes	
 and	
 ancillary	
 fees.	
 If	
 you	
 and	
 Uber	
 have	
 
      separately	
 agreed,	
 Company	
 may	
 deduct	
 other	
 amounts	
 from	
 the	
 Fare	
 prior	
 to	
 remittance	
 to	
 
      you	
 (e.g.,	
 vehicle	
 financing	
 payments,	
 lease	
 payments,	
 mobile	
 device	
 usage	
 charges,	
 etc.).	
 
4.2   Changes	
 to	
 Fare	
 Calculation.	
 Company	
 reserves	
 the	
 right	
 to	
 change	
 the	
 Fare	
 Calculation	
 at	
 any	
 
      time	
 in	
 Companys	
 discretion	
 based	
 upon	
 local	
 market	
 factors,	
 and	
 Company	
 will	
 provide	
 you	
 
      with	
 notice	
 in	
 the	
 event	
 of	
 such	
 change	
 that	
 would	
 result	
 in	
 a	
 change	
 in	
 the	
 recommended	
 Fare	
 
      for	
 each	
 instance	
 of	
 completed	
 Transportation	
 Services.	
 Continued	
 use	
 of	
 the	
 Uber	
 Services	
 
      after	
 any	
 such	
 change	
 in	
 the	
 Fare	
 Calculation	
 shall	
 constitute	
 your	
 consent	
 to	
 such	
 change.	
 	
 
4.3   Fare	
 Adjustment.	
 Company	
 reserves	
 the	
 right	
 to:	
 	
 (i)	
 adjust	
 the	
 Fare	
 for	
 a	
 particular	
 instance	
 of	
 
      Transportation	
 Services	
 (e.g.,	
 you	
 took	
 an	
 inefficient	
 route,	
 you	
 fail	
 to	
 properly	
 end	
 a	
 particular	
 
      instance	
 of	
 Transportation	
 Services	
 in	
 the	
 Driver	
 App,	
 technical	
 error	
 in	
 the	
 Uber	
 Services,	
 etc.);	
 
      or	
 (ii)	
 cancel	
 the	
 Fare	
 for	
 a	
 particular	
 instance	
 of	
 Transportation	
 Services	
 (e.g.,	
 User	
 is	
 charged	
 
      for	
 Transportation	
 Services	
 that	
 were	
 not	
 provided,	
 in	
 the	
 event	
 of	
 a	
 User	
 complaint,	
 fraud,	
 
      etc.).	
 Companys	
 decision	
 to	
 reduce	
 or	
 cancel	
 the	
 Fare	
 in	
 any	
 such	
 manner	
 shall	
 be	
 exercised	
 in	
 a	
 
      reasonable	
 manner.	
 	
 
4.4   Service	
 Fee.	
 In	
 consideration	
 of	
 Companys	
 provision	
 of	
 the	
 Driver	
 App	
 and	
 the	
 Uber	
 Services	
 for	
 
      your	
 use	
 and	
 benefit	
 hereunder,	
 you	
 agree	
 to	
 pay	
 Company	
 a	
 service	
 fee	
 on	
 a	
 per	
 
      Transportation	
 Services	
 transaction	
 basis	
 calculated	
 as	
 a	
 percentage	
 of	
 the	
 Fare	
 (regardless	
 of	
 
      any	
 Negotiated	
 Fare),	
 as	
 provided	
 or	
 otherwise	
 made	
 available	
 by	
 Company	
 from	
 time	
 to	
 time	
 
      for	
 the	
 applicable	
 Territory	
 (Service	
 Fee).	
 In	
 the	
 event	
 regulations	
 applicable	
 to	
 your	
 Territory	
 
      require	
 taxes	
 to	
 be	
 imputed	
 in	
 the	
 Fare,	
 Company	
 shall	
 calculate	
 the	
 Service	
 Fee	
 based	
 on	
 the	
 
      Fare	
 net	
 of	
 such	
 taxes.	
 Company	
 reserves	
 the	
 right	
 to	
 change	
 the	
 Service	
 Fee	
 at	
 any	
 time	
 in	
 
      Companys	
 discretion	
 based	
 upon	
 local	
 market	
 factors,	
 and	
 Company	
 will	
 provide	
 you	
 with	
 
      notice	
 in	
 the	
 event	
 of	
 such	
 change.	
 Continued	
 use	
 of	
 the	
 Uber	
 Services	
 after	
 any	
 such	
 change	
 in	
 
      the	
 Service	
 Fee	
 calculation	
 shall	
 constitute	
 your	
 consent	
 to	
 such	
 change.	
 	
 
4.5   Cancellation	
 Charges.	
 You	
 acknowledge	
 and	
 agree	
 that	
 Users	
 may	
 elect	
 to	
 cancel	
 requests	
 for	
 
      Transportation	
 Services	
 that	
 have	
 been	
 accepted	
 by	
 you	
 via	
 the	
 Driver	
 App	
 at	
 any	
 time	
 prior	
 to	
 
      your	
 arrival.	
 In	
 the	
 event	
 that	
 a	
 User	
 cancels	
 an	
 accepted	
 request	
 for	
 Transportation	
 Services,	
 
      Company	
 may	
 charge	
 the	
 User	
 a	
 cancellation	
 fee	
 on	
 your	
 behalf.	
 If	
 charged,	
 this	
 cancellation	
 fee	
 
      shall	
 be	
 deemed	
 the	
 Fare	
 for	
 the	
 cancelled	
 Transportation	
 Services	
 for	
 the	
 purpose	
 of	
 
      remittance	
 to	
 you	
 hereunder.	
 	
 
4.6   Receipts.	
 As	
 part	
 of	
 the	
 Uber	
 Services,	
 Company	
 provides	
 you	
 a	
 system	
 for	
 the	
 delivery	
 of	
 
      receipts	
 to	
 Users	
 for	
 Transportation	
 Services	
 rendered.	
 Upon	
 your	
 completion	
 of	
 Transportation	
 
      Services	
 for	
 a	
 User,	
 Company	
 prepares	
 an	
 applicable	
 receipt	
 and	
 issues	
 such	
 receipt	
 to	
 the	
 User	
 
      via	
 email	
 on	
 your	
 behalf.	
 Such	
 receipts	
 are	
 also	
 provided	
 to	
 you	
 via	
 email	
 or	
 online	
 portal.	
 
      Receipts	
 include	
 the	
 breakdown	
 of	
 amounts	
 charged	
 to	
 the	
 User	
 for	
 Transportation	
 Services	
 and	
 
      may	
 include	
 specific	
 information	
 about	
 you,	
 including	
 your	
 name,	
 contact	
 information	
 and	
 
      photo,	
 as	
 well	
 as	
 a	
 map	
 of	
 the	
 route	
 you	
 took.	
 Any	
 corrections	
 to	
 a	
 Users	
 receipt	
 for	
 
      Transportation	
 Services	
 must	
 be	
 submitted	
 to	
 Company	
 in	
 writing	
 within	
 three	
 (3)	
 business	
 days	
 
      after	
 the	
 completion	
 of	
 such	
 Transportation	
 Services.	
 Absent	
 such	
 a	
 notice,	
 Company	
 shall	
 not	
 
          be	
 liable	
 for	
 any	
 mistakes	
 in	
 or	
 corrections	
 to	
 the	
 receipt	
 or	
 for	
 recalculation	
 or	
 disbursement	
 of	
 
          the	
 Fare.	
 
4.7       No	
 Additional	
 Amounts.	
 You	
 acknowledge	
 and	
 agree	
 that,	
 for	
 the	
 mutual	
 benefit	
 of	
 the	
 parties,	
 
          through	
 advertising	
 and	
 marketing,	
 Company	
 and	
 its	
 Affiliates	
 may	
 seek	
 to	
 attract	
 new	
 Users	
 to	
 
          Uber	
 and	
 to	
 increase	
 existing	
 Users	
 use	
 of	
 Ubers	
 mobile	
 application.	
 You	
 acknowledge	
 and	
 
          agree	
 such	
 advertising	
 or	
 marketing	
 does	
 not	
 entitle	
 you	
 to	
 any	
 additional	
 monetary	
 amounts	
 
          beyond	
 the	
 amounts	
 expressly	
 set	
 forth	
 in	
 this	
 Agreement.	
 	
 
4.8       Taxes.	
 You	
 acknowledge	
 and	
 agree	
 that	
 you	
 are	
 responsible	
 for	
 collecting	
 and	
 remitting	
 all	
 
          applicable	
 gross	
 receipts,	
 sales	
 and	
 use,	
 excise	
 or	
 any	
 other	
 transaction	
 tax	
 on	
 the	
 provision	
 of	
 
          Transportation	
 Services.	
 
5. Proprietary	
 Rights;	
 License	
 
5.1       License	
 Grant.	
 Subject	
 to	
 the	
 terms	
 and	
 conditions	
 of	
 this	
 Agreement,	
 Company	
 hereby	
 grants	
 
          you	
 a	
 non-exclusive,	
 non-transferable,	
 non-sublicensable,	
 non-assignable	
 license,	
 during	
 the	
 
          term	
 of	
 this	
 Agreement,	
 to	
 use	
 the	
 Uber	
 Services	
 (including	
 the	
 Driver	
 App	
 on	
 a	
 Device)	
 solely	
 
          for	
 the	
 purpose	
 of	
 providing	
 Transportation	
 Services	
 to	
 Users	
 and	
 tracking	
 resulting	
 Fares	
 and	
 
          Fees.	
 All	
 rights	
 not	
 expressly	
 granted	
 to	
 you	
 are	
 reserved	
 by	
 Company,	
 its	
 Affiliates	
 and	
 their	
 
          respective	
 licensors.	
 
5.2       Restrictions.	
 You	
 shall	
 not,	
 and	
 shall	
 not	
 allow	
 any	
 other	
 party	
 to:	
 	
 (a)	
 license,	
 sublicense,	
 sell,	
 
          resell,	
 transfer,	
 assign,	
 distribute	
 or	
 otherwise	
 provide	
 or	
 make	
 available	
 to	
 any	
 other	
 party	
 the	
 
          Uber	
 Services,	
 Driver	
 App	
 or	
 any	
 Company	
 Device	
 in	
 any	
 way;	
 (b)	
 modify	
 or	
 make	
 derivative	
 
          works	
 based	
 upon	
 the	
 Uber	
 Services	
 or	
 Driver	
 App;	
 (c)	
 improperly	
 use	
 the	
 Uber	
 Services	
 or	
 
          Driver	
 App,	
 including	
 creating	
 Internet	
 links	
 to	
 any	
 part	
 of	
 the	
 Uber	
 Services	
 or	
 Driver	
 App,	
 
          framing	
 or	
 mirroring	
 any	
 part	
 of	
 the	
 Uber	
 Services	
 or	
 Driver	
 App	
 on	
 any	
 other	
 websites	
 or	
 
          systems,	
 or	
 scraping	
 or	
 otherwise	
 improperly	
 obtaining	
 data	
 from	
 the	
 Uber	
 Services	
 or	
 Driver	
 
          App;	
 (d)	
 reverse	
 engineer,	
 decompile,	
 modify,	
 or	
 disassemble	
 the	
 Uber	
 Services	
 or	
 Driver	
 App,	
 
          except	
 as	
 allowed	
 under	
 applicable	
 law;	
 or	
 (e) send	
 spam	
 or	
 otherwise	
 duplicative	
 or	
 unsolicited	
 
          messages.	
 In	
 addition,	
 you	
 shall	
 not,	
 and	
 shall	
 not	
 allow	
 any	
 other	
 party	
 to,	
 access	
 or	
 use	
 the	
 
          Uber	
 Services	
 or	
 Driver	
 App	
 to:	
 	
 (i)	
 design	
 or	
 develop	
 a	
 competitive	
 or	
 substantially	
 similar	
 
          product	
 or	
 service;	
 (ii)	
 copy	
 or	
 extract	
 any	
 features,	
 functionality,	
 or	
 content	
 thereof;	
 (iii)	
 launch	
 
          or	
 cause	
 to	
 be	
 launched	
 on	
 or	
 in	
 connection	
 with	
 the	
 Uber	
 Services	
 an	
 automated	
 program	
 or	
 
          script,	
 including	
 web	
 spiders,	
 crawlers,	
 robots,	
 indexers,	
 bots,	
 viruses	
 or	
 worms,	
 or	
 any	
 program	
 
          which	
 may	
 make	
 multiple	
 server	
 requests	
 per	
 second,	
 or	
 unduly	
 burden	
 or	
 hinder	
 the	
 operation	
 
          and/or	
 performance	
 of	
 the	
 Uber	
 Services;	
 or	
 (iv)	
 attempt	
 to	
 gain	
 unauthorized	
 access	
 to	
 the	
 
          Uber	
 Services	
 or	
 its	
 related	
 systems	
 or	
 networks.	
 
5.3       Ownership.	
 The	
 Uber	
 Services,	
 Driver	
 App	
 and	
 Company	
 Data,	
 including	
 all	
 intellectual	
 property	
 
          rights	
 therein,	
 and	
 the	
 Company	
 Devices	
 are	
 and	
 shall	
 remain	
 (as	
 between	
 you	
 and	
 Company)	
 
          the	
 property	
 of	
 Company,	
 its	
 Affiliates	
 or	
 their	
 respective	
 licensors.	
 Neither	
 this	
 Agreement	
 nor	
 
          your	
 use	
 of	
 the	
 Uber	
 Services,	
 Driver	
 App	
 or	
 Company	
 Data	
 conveys	
 or	
 grants	
 to	
 you	
 any	
 rights:	
 	
 
          (a)	
 in	
 or	
 related	
 to	
 the	
 Uber	
 Services,	
 Driver	
 App	
 or	
 Company	
 Data,	
 except	
 for	
 the	
 limited	
 license	
 
          granted	
 above;	
 or	
 (b)	
 to	
 use	
 or	
 reference	
 in	
 any	
 manner	
 Companys,	
 its	
 Affiliates,	
 or	
 their	
 
          respective	
 licensors	
 company	
 names,	
 logos,	
 product	
 and	
 service	
 names,	
 trademarks,	
 services	
 
          marks	
 or	
 other	
 indicia	
 of	
 ownership.	
 
6. Confidentiality	
 
6.1      Each	
 party	
 acknowledges	
 and	
 agrees	
 that	
 in	
 the	
 performance	
 of	
 this	
 Agreement	
 it	
 may	
 have	
 
         access	
 to	
 or	
 may	
 be	
 exposed	
 to,	
 directly	
 or	
 indirectly,	
 confidential	
 information	
 of	
 the	
 other	
 party	
 
         ("Confidential	
 Information").	
 Confidential	
 Information	
 includes	
 Company	
 Data,	
 Driver	
 IDs,	
 User	
 
         Information,	
 and	
 the	
 transaction	
 volume,	
 marketing	
 and	
 business	
 plans,	
 business,	
 financial,	
 
         technical,	
 operational	
 and	
 such	
 other	
 non-public	
 information	
 of	
 each	
 party	
 that	
 such	
 party	
 
         designates	
 as	
 being	
 proprietary	
 or	
 confidential	
 or	
 of	
 which	
 the	
 other	
 party	
 should	
 reasonably	
 
         know	
 that	
 it	
 should	
 be	
 treated	
 as	
 confidential.	
 
6.2      Each	
 party	
 acknowledges	
 and	
 agrees	
 that:	
 	
 (a)	
 all	
 Confidential	
 Information	
 shall	
 remain	
 the	
 
         exclusive	
 property	
 of	
 the	
 disclosing	
 party;	
 (b)	
 it	
 shall	
 not	
 use	
 Confidential	
 Information	
 of	
 the	
 
         other	
 party	
 for	
 any	
 purpose	
 except	
 in	
 furtherance	
 of	
 this	
 Agreement;	
 (c)	
 it	
 shall	
 not	
 disclose	
 
         Confidential	
 Information	
 of	
 the	
 other	
 party	
 to	
 any	
 third	
 party,	
 except	
 to	
 its	
 employees,	
 officers,	
 
         contractors,	
 agents	
 and	
 service	
 providers	
 ("Permitted	
 Persons")	
 as	
 necessary	
 to	
 perform	
 under	
 
         this	
 Agreement,	
 provided	
 Permitted	
 Persons	
 are	
 bound	
 in	
 writing	
 to	
 obligations	
 of	
 
         confidentiality	
 and	
 non-use	
 no	
 less	
 protective	
 than	
 the	
 terms	
 hereof;	
 and	
 (d)	
 it	
 shall	
 return	
 or	
 
         destroy	
 all	
 Confidential	
 Information	
 of	
 the	
 disclosing	
 party,	
 upon	
 the	
 termination	
 of	
 this	
 
         Agreement	
 or	
 at	
 the	
 request	
 of	
 the	
 other	
 party	
 (subject	
 to	
 applicable	
 law	
 and,	
 with	
 respect	
 to	
 
         Company,	
 its	
 internal	
 record-keeping	
 requirements).	
 	
 
6.3      Notwithstanding	
 the	
 foregoing,	
 Confidential	
 Information	
 shall	
 not	
 include	
 any	
 information	
 to	
 
         the	
 extent	
 it:	
 	
 (a)	
 is	
 or	
 becomes	
 part	
 of	
 the	
 public	
 domain	
 through	
 no	
 act	
 or	
 omission	
 on	
 the	
 part	
 
         of	
 the	
 receiving	
 party;	
 (b)	
 was	
 possessed	
 by	
 the	
 receiving	
 party	
 prior	
 to	
 the	
 date	
 of	
 this	
 
         Agreement	
 without	
 an	
 obligation	
 of	
 confidentiality;	
 (c)	
 is	
 disclosed	
 to	
 the	
 receiving	
 party	
 by	
 a	
 
         third	
 party	
 having	
 no	
 obligation	
 of	
 confidentiality	
 with	
 respect	
 thereto;	
 or	
 (d)	
 is	
 required	
 to	
 be	
 
         disclosed	
 pursuant	
 to	
 law,	
 court	
 order,	
 subpoena	
 or	
 governmental	
 authority,	
 provided	
 the	
 
         receiving	
 party	
 notifies	
 the	
 disclosing	
 party	
 thereof	
 and	
 provides	
 the	
 disclosing	
 party	
 a	
 
         reasonable	
 opportunity	
 to	
 contest	
 or	
 limit	
 such	
 required	
 disclosure.	
 
7. Privacy	
 
7.1      Disclosure	
 of	
 Your	
 Information.	
 Subject	
 to	
 applicable	
 law	
 and	
 regulation,	
 Company	
 and	
 its	
 
         Affiliates	
 may,	
 but	
 shall	
 not	
 be	
 required	
 to,	
 provide	
 to	
 you,	
 a	
 User,	
 an	
 insurance	
 company	
 and/or	
 
         relevant	
 authorities	
 and/or	
 regulatory	
 agencies	
 any	
 information	
 (including	
 personal	
 information	
 
         (e.g.,	
 information	
 obtained	
 about	
 you	
 through	
 any	
 background	
 check)	
 and	
 any	
 Company	
 Data)	
 
         about	
 you	
 or	
 any	
 Transportation	
 Services	
 provided	
 hereunder	
 if:	
 	
 (a)	
 there	
 is	
 a	
 complaint,	
 
         dispute	
 or	
 conflict,	
 including	
 an	
 accident,	
 between	
 you	
 and	
 a	
 User;	
 (b)	
 it	
 is	
 necessary	
 to	
 enforce	
 
         the	
 terms	
 of	
 this	
 Agreement;	
 (c)	
 it	
 is	
 required,	
 in	
 Companys	
 or	
 any	
 Affiliates	
 sole	
 discretion,	
 by	
 
         applicable	
 law	
 or	
 regulatory	
 requirements	
 (e.g.,	
 Company	
 or	
 its	
 Affiliates	
 receive	
 a	
 subpoena,	
 
         warrant,	
 or	
 other	
 legal	
 process	
 for	
 information);	
 or	
 (d)	
 it	
 is	
 necessary,	
 in	
 Companys	
 or	
 any	
 
         Affiliates	
 sole	
 discretion,	
 to	
 protect	
 the	
 safety,	
 rights,	
 property	
 or	
 security	
 of	
 Company	
 or	
 its	
 
         Affiliates,	
 the	
 Uber	
 Services	
 or	
 any	
 third	
 party;	
 to	
 protect	
 the	
 safety	
 of	
 the	
 public	
 for	
 any	
 reason;	
 
         to	
 detect,	
 prevent	
 or	
 otherwise	
 address	
 fraud,	
 security	
 or	
 technical	
 issues;	
 and/or	
 to	
 prevent	
 or	
 
         stop	
 activity	
 Company	
 or	
 its	
 Affiliates,	
 in	
 their	
 sole	
 discretion,	
 may	
 consider	
 to	
 be,	
 or	
 to	
 pose	
 a	
 
         risk	
 of	
 being,	
 an	
 illegal,	
 unethical,	
 or	
 legally	
 actionable	
 activity).	
 	
 
7.2      Information	
 provided	
 by	
 you	
 and	
 collected	
 about	
 you	
 may	
 be	
 transferred	
 or	
 accessed	
 by	
 
         Company	
 and	
 its	
 Affiliates	
 around	
 the	
 world,	
 including	
 in	
 jurisdictions	
 that	
 may	
 have	
 less	
 
         protective	
 privacy	
 laws	
 than	
 your	
 country.	
 Company	
 and	
 its	
 Affiliates	
 located	
 in	
 the	
 U.S.	
 abide	
 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	
 Companys	
 and	
 its	
 Affiliates	
 use	
 of	
 
         location-based	
 services	
 and	
 you	
 expressly	
 waive	
 and	
 release	
 Company	
 and	
 its	
 Affiliates	
 from	
 any	
 
         and	
 all	
 liability,	
 claims,	
 causes	
 of	
 action	
 or	
 damages	
 arising	
 from	
 your	
 use	
 of	
 the	
 Uber	
 Services,	
 
         or	
 in	
 any	
 way	
 relating	
 to	
 the	
 use	
 of	
 the	
 geo-location	
 and	
 other	
 location-based	
 services.	
 
7.3      Company	
 and	
 its	
 Affiliates	
 may	
 collect	
 your	
 personal	
 data	
 during	
 the	
 course	
 of	
 your	
 application	
 
         for,	
 and	
 use	
 of,	
 the	
 Uber	
 Services,	
 which	
 information	
 may	
 be	
 stored,	
 processed,	
 and	
 accessed	
 by	
 
         Company	
 and	
 its	
 Affiliates	
 for	
 business	
 purposes,	
 including	
 for	
 marketing,	
 lead	
 generation,	
 
         service	
 development	
 and	
 improvement,	
 analytics,	
 industry	
 and	
 market	
 research,	
 and	
 such	
 other	
 
         purposes	
 consistent	
 with	
 Companys	
 and	
 its	
 Affiliates	
 legitimate	
 business	
 needs.	
 You	
 expressly	
 
         consent	
 to	
 such	
 use	
 of	
 personal	
 data.	
 
8. Insurance	
 
8.1      You	
 agree	
 to	
 maintain	
 during	
 the	
 term	
 of	
 this	
 Agreement	
 on	
 all	
 Vehicles	
 operated	
 by	
 you	
 under	
 
         this	
 Agreement	
 automobile	
 liability	
 insurance	
 that	
 provides	
 protection	
 against	
 bodily	
 injury	
 and	
 
         property	
 damage	
 to	
 third	
 parties	
 at	
 levels	
 of	
 coverage	
 that	
 satisfy	
 the	
 minimum	
 requirements	
 to	
 
         operate	
 a	
 private	
 passenger	
 vehicle	
 on	
 the	
 public	
 roads	
 within	
 the	
 Territory.	
 This	
 coverage	
 must	
 
         also	
 include	
 any	
 no-fault	
 coverage	
 required	
 by	
 law	
 in	
 the	
 Territory	
 that	
 may	
 not	
 be	
 waived	
 by	
 an	
 
         insured.	
 You	
 agree	
 to	
 provide	
 Company	
 and	
 its	
 Affiliates	
 a	
 copy	
 of	
 the	
 insurance	
 policy,	
 policy	
 
         declarations,	
 proof	
 of	
 insurance	
 identification	
 card	
 and	
 proof	
 of	
 premium	
 payment	
 for	
 the	
 
         insurance	
 policy	
 required	
 in	
 this	
 Section	
 8.1	
 upon	
 request.	
 Furthermore,	
 you	
 must	
 provide	
 
         Company	
 with	
 written	
 notice	
 of	
 cancellation	
 of	
 any	
 insurance	
 policy	
 required	
 by	
 Company.	
 
         Company	
 shall	
 have	
 no	
 right	
 to	
 control	
 your	
 selection	
 or	
 maintenance	
 of	
 your	
 policy.	
 You	
 must	
 
         be	
 a	
 named	
 insured	
 or	
 individually	
 rated	
 driver,	
 for	
 which	
 a	
 premium	
 is	
 charged,	
 on	
 the	
 
         insurance	
 policy	
 required	
 in	
 this	
 Section	
 8.1	
 at	
 all	
 times.	
 	
 
         	
 
8.2      You	
 agree	
 to	
 maintain	
 during	
 the	
 term	
 of	
 this	
 Agreement	
 workers	
 compensation	
 insurance	
 as	
 
         required	
 by	
 all	
 applicable	
 laws	
 in	
 the	
 Territory.	
 If	
 permitted	
 by	
 applicable	
 law,	
 you	
 may	
 choose	
 
         to	
 insure	
 yourself	
 against	
 industrial	
 injuries	
 by	
 maintaining	
 occupational	
 accident	
 insurance	
 in	
 
         place	
 of	
 workers	
 compensation	
 insurance.	
 Furthermore,	
 if	
 permitted	
 by	
 applicable	
 law,	
 you	
 
         may	
 choose	
 not	
 to	
 insure	
 yourself	
 against	
 industrial	
 injuries	
 at	
 all,	
 but	
 do	
 so	
 at	
 your	
 own	
 risk.	
 	
 
	
 
 8.3     You	
 understand	
 and	
 acknowledge	
 that	
 your	
 personal	
 automobile	
 insurance	
 policy	
 may	
 not	
 
         afford	
 liability,	
 comprehensive,	
 collision,	
 medical	
 payments,	
 personal	
 injury	
 protection,	
 
         uninsured	
 motorist,	
 underinsured	
 motorist,	
 or	
 other	
 coverage	
 for	
 the	
 Transportation	
 Services	
 
         you	
 provide	
 pursuant	
 to	
 this	
 Agreement.	
 If	
 you	
 have	
 any	
 questions	
 or	
 concerns	
 about	
 the	
 scope	
 
         or	
 applicability	
 of	
 your	
 own	
 insurance	
 coverage,	
 it	
 is	
 your	
 responsibility,	
 not	
 Companys,	
 to	
 
         resolve	
 them	
 with	
 your	
 insurer(s).	
 
	
 
 8.4     Company	
 may	
 maintain	
 during	
 the	
 term	
 of	
 this	
 Agreement	
 insurance	
 related	
 to	
 your	
 provision	
 
         of	
 Transportation	
 Services	
 as	
 determined	
 by	
 Company	
 in	
 its	
 reasonable	
 discretion,	
 provided	
 that	
 
         Company	
 and	
 its	
 Affiliates	
 are	
 not	
 required	
 to	
 provide	
 you	
 with	
 any	
 specific	
 insurance	
 coverage	
 
         for	
 any	
 loss	
 to	
 you	
 or	
 your	
 Vehicle.	
 You	
 are	
 required	
 to	
 promptly	
 notify	
 Company	
 of	
 any	
 
         accidents	
 that	
 occur	
 while	
 providing	
 Transportation	
 Services	
 and	
 to	
 cooperate	
 and	
 provide	
 all	
 
         necessary	
 information	
 related	
 thereto.	
 
	
 
9. Representations	
 and	
 Warranties;	
 Disclaimers	
 
9.1      By	
 You.	
 You	
 hereby	
 represent	
 and	
 warrant	
 that:	
 	
 (a)	
 you	
 have	
 full	
 power	
 and	
 authority	
 to	
 enter	
 
         into	
 this	
 Agreement	
 and	
 perform	
 your	
 obligations	
 hereunder;	
 (b)	
 you	
 have	
 not	
 entered	
 into,	
 and	
 
            during	
 the	
 term	
 will	
 not	
 enter	
 into,	
 any	
 agreement	
 that	
 would	
 prevent	
 you	
 from	
 complying	
 with	
 
            this	
 Agreement;	
 and	
 (c)	
 you	
 will	
 comply	
 with	
 all	
 applicable	
 laws	
 in	
 your	
 performance	
 of	
 this	
 
            Agreement,	
 including	
 holding	
 and	
 complying	
 with	
 all	
 permits,	
 licenses,	
 registrations	
 and	
 other	
 
            governmental	
 authorizations	
 necessary	
 to	
 provide	
 (i)	
 Transportation	
 Services	
 using	
 the	
 Vehicles	
 
            pursuant	
 to	
 this	
 Agreement,	
 and	
 (ii)	
 passenger	
 transportation	
 services	
 to	
 third	
 parties	
 in	
 the	
 
            Territory	
 generally.	
 	
 
9.2         Disclaimer	
 of	
 Warranties.	
 COMPANY	
 AND	
 ITS	
 AFFILIATES	
 PROVIDE,	
 AND	
 YOU	
 ACCEPT,	
 THE	
 
            UBER	
 SERVICES,	
 DRIVER	
 APP	
 AND	
 THE	
 COMPANY	
 DEVICES	
 ON	
 AN	
 "AS	
 IS"	
 AND	
 "AS	
 AVAILABLE"	
 
            BASIS.	
 COMPANY	
 AND	
 ITS	
 AFFILIATES	
 DO	
 NOT	
 REPRESENT,	
 WARRANT	
 OR	
 GUARANTEE	
 THAT	
 
            YOUR	
 ACCESS	
 TO	
 OR	
 USE	
 OF	
 THE	
 UBER	
 SERVICES,	
 DRIVER	
 APP	
 OR	
 THE	
 COMPANY	
 DEVICES:	
 	
 (A)	
 
            WILL	
 BE	
 UNINTERRUPTED	
 OR	
 ERROR	
 FREE;	
 OR	
 (B)	
 WILL	
 RESULT	
 IN	
 ANY	
 REQUESTS	
 FOR	
 
            TRANSPORTATION	
 SERVICES.	
 COMPANY	
 AND	
 ITS	
 AFFILIATES	
 FUNCTION	
 AS	
 AN	
 ON-DEMAND	
 
            LEAD	
 GENERATION	
 AND	
 RELATED	
 SERVICE	
 ONLY	
 AND	
 MAKE	
 NO	
 REPRESENTATIONS,	
 
            WARRANTIES	
 OR	
 GUARANTEES	
 AS	
 TO	
 THE	
 ACTIONS	
 OR	
 INACTIONS	
 OF	
 THE	
 USERS	
 WHO	
 MAY	
 
            REQUEST	
 OR	
 RECEIVE	
 TRANSPORTATION	
 SERVICES	
 FROM	
 YOU,	
 AND	
 COMPANY	
 AND	
 ITS	
 
            AFFILIATES	
 DO	
 NOT	
 SCREEN	
 OR	
 OTHERWISE	
 EVALUATE	
 USERS. BY USING	
 THE	
 UBER	
 SERVICES	
 
            AND	
 DRIVER	
 APP,	
 YOU	
 ACKNOWLEDGE	
 AND	
 AGREE	
 THAT	
 YOU	
 MAY	
 BE	
 INTRODUCED	
 TO	
 A	
 
            THIRD	
 PARTY	
 THAT	
 MAY	
 POSE	
 HARM	
 OR	
 RISK	
 TO	
 YOU	
 OR	
 OTHER	
 THIRD	
 PARTIES.	
 YOU	
 ARE	
 
            ADVISED	
 TO	
 TAKE	
 REASONABLE	
 PRECAUTIONS	
 WITH	
 RESPECT	
 TO	
 INTERACTIONS	
 WITH	
 THIRD	
 
            PARTIES	
 ENCOUNTERED	
 IN	
 CONNECTION	
 WITH	
 THE	
 USE	
 OF	
 THE	
 UBER	
 SERVICES	
 OR	
 DRIVER	
 
            APP.NOTWITHSTANDING	
 COMPANYS	
 APPOINTMENT	
 AS	
 THE	
 LIMITED	
 PAYMENT	
 COLLECTION	
 
            AGENT	
 OF	
 YOU	
 FOR	
 THE	
 PURPOSE	
 OF	
 ACCEPTING	
 PAYMENT	
 FROM	
 USERS	
 ON	
 YOUR	
 BEHALF	
 AS	
 
            SET	
 FORTH	
 IN	
 SECTION	
 4	
 ABOVE,	
 COMPANY	
 AND	
 ITS	
 AFFILIATES	
 EXPRESSLY	
 DISCLAIM	
 ALL	
 
            LIABILITY	
 FOR	
 ANY	
 ACT	
 OR	
 OMISSION	
 OF	
 YOU,	
 ANY	
 USER	
 OR	
 OTHER	
 THIRD	
 PARTY.	
 	
 
9.3         No	
 Service	
 Guarantee.	
 COMPANY	
 AND	
 ITS	
 AFFILIATES	
 DO	
 NOT	
 GUARANTEE	
 THE	
 AVAILABILITY	
 
            OR	
 UPTIME	
 OF	
 THE	
 UBER	
 SERVICES	
 OR	
 DRIVER	
 APP.	
 YOU	
 ACKNOWLEDGE	
 AND	
 AGREE	
 THAT	
 THE	
 
            UBER	
 SERVICES	
 OR	
 DRIVER	
 APP	
 MAY	
 BE	
 UNAVAILABLE	
 AT	
 ANY	
 TIME	
 AND	
 FOR	
 ANY	
 REASON	
 
            (e.g.,	
 DUE	
 TO	
 SCHEDULED	
 MAINTENANCE	
 OR	
 NETWORK	
 FAILURE).	
 FURTHER,	
 THE	
 UBER	
 
            SERVICES	
 OR	
 DRIVER	
 APP	
 MAY	
 BE	
 SUBJECT	
 TO	
 LIMITATIONS,	
 DELAYS,	
 AND	
 OTHER	
 PROBLEMS	
 
            INHERENT	
 IN	
 THE	
 USE	
 OF	
 THE	
 INTERNET	
 AND	
 ELECTRONIC	
 COMMUNICATIONS,	
 AND	
 COMPANY	
 
            AND	
 ITS	
 AFFILIATES	
 ARE	
 NOT	
 RESPONSIBLE	
 FOR	
 ANY	
 DELAYS,	
 DELIVERY	
 FAILURES,	
 OR	
 OTHER	
 
            DAMAGES,	
 LIABILITIES	
 OR	
 LOSSES	
 RESULTING	
 FROM	
 SUCH	
 PROBLEMS.	
 
10. Indemnification.	
 You	
 shall	
 indemnify,	
 defend	
 (at	
 Companys	
 option)	
 and	
 hold	
 harmless	
 Company	
 
    and	
 its	
 Affiliates	
 and	
 their	
 respective	
 officers,	
 directors,	
 employees,	
 agents,	
 successors	
 and	
 assigns	
 
    from	
 and	
 against	
 any	
 and	
 all	
 liabilities,	
 expenses	
 (including	
 legal	
 fees),	
 damages,	
 penalties,	
 fines,	
 
    social	
 contributions	
 and	
 taxes	
 arising	
 out	
 of	
 or	
 related	
 to:	
 	
 (a)	
 your	
 breach	
 of	
 your	
 representations,	
 
    warranties	
 or	
 obligations	
 under	
 this	
 Agreement;	
 or	
 (b)	
 a	
 claim	
 by	
 a	
 third	
 party	
 (including	
 Users,	
 
    regulators	
 and	
 governmental	
 authorities)	
 directly	
 or	
 indirectly	
 related	
 to	
 your	
 provision	
 of	
 
    Transportation	
 Services	
 or	
 use	
 of	
 the	
 Uber	
 Services.	
 
11. Limits	
 of	
 Liability.	
 	
 COMPANY	
 AND	
 ITS	
 AFFILIATES	
 SHALL	
 NOT	
 BE	
 LIABLE	
 UNDER	
 OR	
 RELATED	
 TO	
 
    THIS	
 AGREEMENT	
 FOR	
 ANY	
 OF	
 THE	
 FOLLOWING,	
 WHETHER	
 BASED	
 ON	
 CONTRACT,	
 TORT	
 OR	
 ANY	
 
    OTHER	
 LEGAL	
 THEORY,	
 EVEN	
 IF	
 A	
 PARTY	
 HAS	
 BEEN	
 ADVISED	
 OF	
 THE	
 POSSIBILITY	
 OF	
 SUCH	
 
    DAMAGES:	
 	
 (i)	
 ANY	
 INCIDENTAL,	
 PUNITIVE,	
 SPECIAL,	
 EXEMPLARY,	
 CONSEQUENTIAL,	
 OR	
 OTHER	
 
    INDIRECT	
 DAMAGES	
 OF	
 ANY	
 TYPE	
 OR	
 KIND;	
 OR	
 (ii)	
 YOUR	
 OR	
 ANY	
 THIRD	
 PARTYS	
 PROPERTY	
 
    DAMAGE,	
 OR	
 LOSS	
 OR	
 INACCURACY	
 OF	
 DATA,	
 OR	
 LOSS	
 OF	
 BUSINESS,	
 REVENUE,	
 PROFITS,	
 USE	
 OR	
 
    OTHER	
 ECONOMIC	
 ADVANTAGE.	
 EXCEPT	
 FOR	
 COMPANYS	
 OBLIGATIONS	
 TO	
 PAY	
 AMOUNTS	
 DUE	
 TO	
 
     YOU	
 PURSUANT	
 TO	
 SECTION	
 4	
 ABOVE,	
 BUT	
 SUBJECT	
 TO	
 ANY	
 LIMITATIONS	
 OR	
 OTHER	
 PROVISIONS	
 
     CONTAINED	
 IN	
 THIS	
 AGREEMENT	
 WHICH	
 ARE	
 APPLICABLE	
 THERETO,	
 IN	
 NO	
 EVENT	
 SHALL	
 THE	
 
     LIABILITY	
 OF	
 COMPANY	
 OR	
 ITS	
 AFFILIATES	
 UNDER	
 THIS	
 AGREEMENT	
 EXCEED	
 THE	
 AMOUNT	
 OF	
 
     SERVICE	
 FEES	
 ACTUALLY	
 PAID	
 TO	
 OR	
 DUE	
 TO	
 COMPANY	
 HEREUNDER	
 IN	
 THE	
 SIX	
 (6)	
 MONTH	
 PERIOD	
 
     IMMEDIATELY	
 PRECEDING	
 THE	
 EVENT	
 GIVING	
 RISE	
 TO	
 SUCH	
 CLAIM.	
 
12. Term	
 and	
 Termination	
 
12.1       Term.	
 	
 This	
 Agreement	
 shall	
 commence	
 on	
 the	
 date	
 accepted	
 by	
 you	
 and	
 shall	
 continue	
 until	
 
           terminated	
 as	
 set	
 forth	
 herein.	
 	
 
12.2       Termination.	
 Either	
 party	
 may	
 terminate	
 this	
 Agreement:	
 	
 (a)	
 without	
 cause	
 at	
 any	
 time	
 upon	
 
           seven	
 (7)	
 days	
 prior	
 written	
 notice	
 to	
 the	
 other	
 party;	
 (b)	
 immediately,	
 without	
 notice,	
 for	
 the	
 
           other	
 partys	
 material	
 breach	
 of	
 this	
 Agreement;	
 or	
 (c)	
 immediately,	
 without	
 notice,	
 in	
 the	
 event	
 
           of	
 the	
 insolvency	
 or	
 bankruptcy	
 of	
 the	
 other	
 party,	
 or	
 upon	
 the	
 other	
 partys	
 filing	
 or	
 submission	
 
           of	
 request	
 for	
 suspension	
 of	
 payment	
 (or	
 similar	
 action	
 or	
 event)	
 against	
 the	
 terminating	
 party.	
 
           In	
 addition,	
 Company	
 may	
 terminate	
 this	
 Agreement	
 or	
 deactivate	
 your	
 Driver	
 ID	
 immediately,	
 
           without	
 notice,	
 with	
 respect	
 to	
 you	
 in	
 the	
 event	
 you	
 no	
 longer	
 qualify,	
 under	
 applicable	
 law	
 or	
 
           the	
 standards	
 and	
 policies	
 of	
 Company	
 and	
 its	
 Affiliates,	
 to	
 provide	
 Transportation	
 Services	
 or	
 to	
 
           operate	
 the	
 Vehicle,	
 or	
 as	
 otherwise	
 set	
 forth	
 in	
 this	
 Agreement.	
 
12.3       Effect	
 of	
 Termination.	
 Upon	
 termination	
 of	
 the	
 Agreement,	
 you	
 shall:	
 	
 (a)	
 promptly	
 return	
 to	
 
           Company	
 all	
 Company	
 Devices;	
 and	
 (b)	
 immediately	
 delete	
 and	
 fully	
 remove	
 the	
 Driver	
 App	
 
           from	
 any	
 of	
 Your	
 Devices.	
 Outstanding	
 payment	
 obligations	
 and	
 Sections	
 1,	
 2.3,	
 2.5.3,	
 4.7,	
 4.8,	
 
           5.3,	
 6,	
 7,	
 9,	
 10,	
 11,	
 12.3,	
 13,	
 14	
 and	
 15	
 shall	
 survive	
 the	
 termination	
 of	
 this	
 Agreement.	
 	
 
13. Relationship	
 of	
 the	
 Parties	
 
13.1       Except	
 as	
 otherwise	
 expressly	
 provided	
 herein	
 with	
 respect	
 to	
 Company	
 acting	
 as	
 the	
 limited	
 
           payment	
 collection	
 agent	
 solely	
 for	
 the	
 purpose	
 of	
 collecting	
 payment	
 from	
 Users	
 on	
 your	
 
           behalf,	
 the	
 relationship	
 between	
 the	
 parties	
 under	
 this	
 Agreement	
 is	
 solely	
 that	
 of	
 independent	
 
           contractors.	
 The	
 parties	
 expressly	
 agree	
 that:	
 	
 (a)	
 this	
 Agreement	
 is	
 not	
 an	
 employment	
 
           agreement,	
 nor	
 does	
 it	
 create	
 an	
 employment	
 relationship,	
 between	
 Company	
 and	
 you;	
 and	
 (b)	
 
           no	
 joint	
 venture,	
 partnership,	
 or	
 agency	
 relationship	
 exists	
 between	
 Company	
 and	
 you.	
 	
 	
 
13.2       You	
 have	
 no	
 authority	
 to	
 bind	
 Company	
 or	
 its	
 Affiliates	
 and	
 you	
 undertake	
 not	
 to	
 hold	
 yourself	
 
           out	
 as	
 an	
 employee,	
 agent	
 or	
 authorized	
 representative	
 of	
 Company	
 or	
 its	
 Affiliates.	
 Where,	
 by	
 
           implication	
 of	
 mandatory	
 law	
 or	
 otherwise,	
 you	
 may	
 be	
 deemed	
 an	
 agent	
 or	
 representative	
 of	
 
           Company,	
 you	
 undertake	
 and	
 agree	
 to	
 indemnify,	
 defend	
 (at	
 Companys	
 option)	
 and	
 hold	
 
           Company	
 and	
 its	
 Affiliates	
 harmless	
 from	
 and	
 against	
 any	
 claims	
 by	
 any	
 person	
 or	
 entity	
 based	
 
           on	
 such	
 implied	
 agency	
 or	
 representative	
 relationship.	
 
                    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.	
 
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	
 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	
 Companys,	
 or	
 Ubers	
 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.	
 
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	
 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.	
 	
 	
 
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	
 Arbitrators	
 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.	
 
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,	
 either	
 by	
 (1)	
 
sending,	
 within	
 30	
 days	
 of	
 the	
 date	
 this	
 Agreement	
 is	
 executed	
 by	
 you,	
 electronic	
 mail	
 to	
 
optout@uber.com,	
 stating	
 your	
 name	
 and	
 intent	
 to	
 opt	
 out	
 of	
 the	
 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	
 
               San	
 Francisco	
 CA	
 94103	
 
               	
 
In	
 order	
 to	
 be	
 effective,	
 the	
 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	
 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.	
 	
 	
 
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	
 
Company.