UBER TECHNOLOGIES, INC / RASIER, LLC / RASIER-PA, LLC / RASIER-DC, LLC /
RASIER-MT, LLC
TECHNOLOGY SERVICES AGREEMENT
Last update: November 25, 2019
This Technology Services Agreement (“Agreement”) constitutes a legal agreement
between you, an individual (“you”) and Uber Technologies, Inc. (“Uber”) if your Territory
(as defined below) is within the State of California, Rasier-PA, LLC if your Territory is within
the State of Pennsylvania, Rasier-DC, LLC if your Territory is within the State of Florida,
Rasier-MT, LLC if your Territory is within the State of Montana, Hinter-NM if your Territory
is within the State of New Mexico, or Rasier, LLC if your Territory is anywhere else within
the United States (each as applicable, “Company”) and solely with respect to Section
14 of this Agreement, Rasier-CA, LLC, if your Territory is California and Hinter-NM if
your Territory is New Mexico.
The Company provides lead generation to independent providers of rideshare or peer-topeer (collectively, “P2P”) passenger transportation services using the Uber Services (as
defined below). The Uber Services enable an authorized transportation provider to seek,
receive and fulfill requests for transportation services from an authorized user of Uber’s
mobile applications. You desire to enter into this Agreement for the purpose of accessing
and using the Uber Services.
You acknowledge and agree that Company is a technology services provider that
does not provide transportation services.
In order to use the Uber Services, you must agree to the terms and conditions that are set
forth below. Upon your execution (electronic or otherwise) of this Agreement, you and
Company shall be bound by the terms and conditions set forth herein.
The following sentence only applies if, immediately prior to accepting this
Agreement, you are a party to an effective technology services agreement with
the Company, Rasier-CA, LLC or Hinter-NM. Notwithstanding the execution of this
Agreement, and the termination of your prior technology services agreement, any
previously agreed and currently effective supplemental terms, including the
Pricing Addendum (defined below) last updated on May 22, 2017, will continue in
full force and effect as described in this Agreement.

 1. Definitions
1.1

“2015 Agreement” means the Technology Services Agreement, last updated
December 11, 2015, by and among you and Rasier-CA, LLC if your Territory is
within the State of California, Rasier-PA, LLC if your Territory is within the State
of Pennsylvania, Rasier-DC, LLC if your Territory is within the State of Florida,
Rasier-MT, LLC if your Territory is within the State of Montana, Hinter-NM if your
Territory is within the State of New Mexico, or Rasier, LLC.

1.2

“2015 Termination” has the meaning set forth in Section 14.1.

1.3

“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.

1.4

“City Addendum” means an addendum or supplemental information to this
Agreement setting forth additional Territory-specific terms, as made available
and as updated by Company from time to time.

1.5

“Class Action Waiver” has the meaning set forth in Section 15.2.

1.6

“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.

1.7

“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.

1.8

“Device” means a Company Device or Your Device, as the case may be.

1.9

“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.

1.10

“Driver ID” means the identification and password key assigned by Company to
you that enables you to use and access the Driver App.

1.11

“Effective Time” means the date and time on which this Agreement is accepted
by you.

1.12

“Existing City Addendum” means any City Addendum (as defined in the 2015
Agreement) effective as of immediately prior to the Effective Time including,
without limitation the Pricing Addendum.

 1.13

“Existing Supplemental Terms” means any Supplemental Terms (as defined in
Section 14.2 of the 2015 Agreement) effective as of immediately prior to the
Effective Time.

1.14

“Fare” has the meaning set forth in Section 4.1.

1.15

“JAMS Rules” has the meaning set forth in Section 15.2.

1.16

“Pricing Addendum” means that certain Addendum, last updated as of May 22,
2017, by and between you and the applicable Uber Subsidiary.

1.17

“Representative Action Waiver” has the meaning set forth in Section 15.2.

1.18

“Service Fee” has the meaning set forth in Section 4.4.

1.19

“Territory” means the city or metro areas in the United States in which you are
enabled by the Driver App to receive requests for Transportation Services.

1.20

“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.

1.21

“Transportation Services” means your provision of P2P passenger
transportation services to Users via the Uber Services in the Territory using
the Vehicle.

1.22

“Uber Services” mean Uber’s on-demand lead generation and related services
licensed by Uber that enable transportation providers to seek, receive and fulfill
on-demand requests for transportation services by Users seeking transportation
services; such Uber Services include access to the Driver App and Uber’s
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.

1.23

“Uber Subsidiary” means each of Rasier-CA, LLC, Rasier-PA, LLC, Rasier-DC,
LLC, Rasier-MT, LLC, Hinter-NM and Rasier, LLC.

1.24

“User” means an end user authorized by Uber to use the Uber mobile
application for the purpose of obtaining Transportation Services offered by
Company’s transportation provider customers.

1.25

“User Information” means information about a User made available to you in
connection with such User’s request for and use of Transportation Services,
which may include the User’s name, pick-up location, contact information and
photo.

1.26

“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.

 1.27

“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. 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 User’s request for
Transportation Services, the Uber Services will provide you with certain User
Information via the Driver App, including the User’s first name and pickup
location. In order to enhance User satisfaction with the Uber mobile application
and your Transportation Services, 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 Uber’s mobile
application. You acknowledge and agree that once you have accepted a User’s
request for Transportation Services, Uber’s mobile application may provide
certain information about you to the User, including your first name, contact
information, photo and location, and your Vehicle’s make and license plate
number. You shall not contact any Users or use any User’s personal data for any
reason other than for the purposes of fulfilling Transportation Services. As
between 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. You understand and agree that
you have a legal obligation under the Americans with Disabilities Act and similar
state laws to transport Users with Service Animals (as defined by applicable state
and federal law), including guide dogs for the blind and visually impaired Users,
and there is no exception to this obligation for allergies or religious objections.
Your knowing failure to transport a User with a Service Animal shall constitute a

 material breach of this Agreement. You agree that a “knowing failure” to comply
with this legal obligation shall constitute either: (1) a denial of a ride where you
state the denial was due to a Service Animal; or (2) there is more than one (1)
instance in which a User or the companion of a User alleges that you cancelled
or refused a ride on the basis of a Service Animal.
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 you, 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 including motor
vehicle financial responsibility 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 User’s 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 Company’s
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,
where, 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 User’s request for Transportation Services via the Uber Services, or to
cancel an accepted request for Transportation Services via the Driver App,
subject to Company’s 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 Company’s or any of its
Affiliates’ names, logos or colors on your Vehicle(s); or (b) wear a uniform or any
other clothing displaying Company’s 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 deactivate or otherwise restrict you from accessing or using
the Driver App or the Uber Services in the event of a violation or alleged
violation of this Agreement, your disparagement of Company or any of its
Affiliates, your act or omission that causes harm to Company’s or its Affiliates’
brand, reputation or business as determined by Company in its sole discretion.
2.5

Ratings.
2.5.1 You acknowledge and agree that: (a) after receiving Transportation
Services, a User will be prompted by Uber’s mobile application to
provide a rating of 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 highquality services via Uber’s 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”). Your average rating is intended to reflect Users’ satisfaction with
your Transportation Services rather than your compliance with any of
Company’s policies or recommendations. In the event your average
rating falls below the Minimum Average Rating, Company will notify you
and may provide you, in Company’s 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 Uber’s mobile application.
If you do not wish to accept User requests for Transportation Services for a
period of time, you agree that 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 individual’s name or other personal information, or violate any
privacy laws, other applicable laws or Company’s or its Affiliates’ content
policies.
2.6

Devices.
2.6.1 Company encourages you to use Your Device in providing
Transportation Services. Otherwise, if you elect to use any Company
Devices, Company will supply you upon request with Company Devices
and provide the necessary wireless data plan for such Devices, provided
that Company will 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 may be obtained by the Uber Services while the Driver
App is running; 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 with
third parties Driver’s geo-location information obtained by the Driver App and
Device for safety and security purposes.

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
Company’s sole discretion, to deactivate or otherwise restrict you from
accessing or using the Driver App or the Uber Services if you fail to meet the
requirements set forth in this Agreement.

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. Company reserves the right to independently verify your
documentation from time to time in any way Company deems appropriate in its
reasonable discretion. Financial Terms

4. Fare Calculation and Your Payment. You are entitled to charge a fare for each
instance of completed Transportation Services provided to a User that are obtained
via the Uber Services (“Fare”), where such Fare is calculated based upon a base
fare amount plus distance (as determined by Company using location-based
services enabled through the Device) and/or time amounts, as detailed at
www.uber.com/cities for the applicable Territory (“Fare Calculation”). You
acknowledge and agree that the Fare provided under the Fare Calculation is the
only payment you will receive in connection with the provision of Transportation
Services, and that neither the Fare nor the Fare Calculation includes any gratuity.
You are also entitled to charge User for any Tolls, taxes or fees incurred during the
provision of Transportation Services, 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 (or to an Affiliate of Company acting as an agent of 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, or cause to be remitted,
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 have
separately agreed that other amounts may be deducted from the Fare prior to
remittance to you (e.g., vehicle financing payments, lease payments, mobile device
usage charges, etc.), the order of any such deductions from the Fare shall be

 determined exclusively by Company (as between you and Company).
4.1

Changes to Fare Calculation. Company reserves the right to change the Fare
Calculation at any time in Company’s discretion based upon local market
factors, and Company will provide you with notice in the event of changes to
the base fare, per mile, and/or per minute amounts that would result in a
change in the recommended Fare. Continued use of the Uber Services after
any such change in the Fare Calculation shall constitute your consent to such
change.

4.2

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 failed 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.). Company’s decision to reduce or cancel the Fare in
any such manner shall be exercised in a reasonable manner.

4.3

Service Fee. In consideration of Company’s 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 determined by the Fare Calculation (regardless of any
Negotiated Fare), as provided to you via email or otherwise made available
electronically by Company from time to time for the applicable Territory
(“Service Fee”). In the event regulations applicable to your Territory require
taxes to be calculated on the Fare, Company shall calculate. e the Service Fee
based on the Fare net of such taxes. Company reserves the right to change the
Service Fee at any time in Company’s 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.

4.4

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 (“Cancellation Fee”). The parties acknowledge and
agree that as between you and Company, this Cancellation Fee is a
recommended amount, and the primary purpose of such Cancellation Fee is to
act as the default amount in the event you do not negotiate a different amount.
You shall always have the right to: (i) charge a cancellation fee that is less than

 the Cancellation Fee; or (ii) negotiate, at your request, a cancellation fee that is
lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated
Cancellation Fee”). If charged, the Cancellation Fee (regardless of any
Negotiated Cancellation Fee) shall be deemed the Fare for the cancelled
Transportation Services for the purpose of remittance to you hereunder.
4.5

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 the online portal available to
you through the Uber Services. 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 User’s 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.

4.6

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 Uber’s 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.

4.7

Taxes. You acknowledge and agree that you are required to: (a) complete all tax
registration obligations and calculate and remit all tax liabilities related to your
provision of Transportation Services as required by applicable law; and (b)
provide Company with all relevant tax information. You further acknowledge
and agree that you are responsible for taxes on your own income arising from the
performance of Transportation Services. Notwithstanding anything to the
contrary in this Agreement, Company may in its reasonable discretion based on
applicable tax and regulatory considerations, collect and remit taxes resulting
from your provision of Transportation Services and/or provide any of the
relevant tax information you have provided pursuant to the foregoing
requirements in this Section 4.8 directly to the applicable governmental tax
authorities on your behalf or otherwise.

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, nonassignable 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 in or
related to the Uber Services, Driver App or Company Data, except for the limited
license granted above. Other than as specifically permitted by the Company in
connection with the Uber Services, you are not permitted to use or reference in
any manner Company’s, its Affiliates’, or their respective licensors’ company
names, logos, products and service names, trademarks, service marks, trade
dress, copyrights or other indicia of ownership, alone and in combination with
other letters, punctuation, words, symbols and/or designs (the "UBER Marks
and Names") for any commercial purposes. You agree that you will not try to
register or otherwise use and/or claim ownership in any of the UBER Marks
and Names, alone or in combination with other letters, punctuation, words,
symbols and/or designs, or in any confusingly similar mark, name or title, for

 any goods and services.
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
(whether disclosed in writing or verbally) that such party designates as being
proprietary or confidential or of which the other party should reasonably know
that it should be treated as confidential.

6.2

Each party acknowledges and agrees that: (a) all Confidential Information
shall remain the exclusive property of the disclosing party; (b) it shall not use
Confidential Information of the other party for any purpose except in
furtherance of this Agreement; (c) it shall not disclose Confidential Information
of the other party to any third party, except to its employees, officers,
contractors, agents and service providers ("Permitted Persons") as necessary to
perform under this Agreement, provided Permitted Persons are bound in
writing to obligations of confidentiality and non-use of Confidential Information
no less protective than the terms hereof; and (d) it shall return or destroy all
Confidential Information of the disclosing party, upon the termination of this
Agreement or at the request of the other party (subject to applicable law and,
with respect to 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, 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 Company’s or any
Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g.,
Company or its Affiliates receive a subpoena, warrant, or other legal process for
information); (d) it is necessary, in Company’s or any Affiliate’s sole discretion,
to (1) protect the safety, rights, property or security of Company or its Affiliates,
the Uber Services or any third party; (2) to protect the safety of the public for any
reason including the facilitation of insurance claims related to the Uber
Services; (3) to detect, prevent or otherwise address fraud, security or
technical issues; (4) to prevent or stop activity which Company or any of its
Affiliates, in their sole discretion, may consider to be, or to pose a risk of being,
an illegal, unethical, or legally actionable activity); or (e) it is required or
necessary, in Company’s or any Affiliate’s sole discretion, for insurance or
other purposes related to your ability to qualify, or remain qualified, to use the
Uber Services. You understand that Company may retain your personal data for
legal, regulatory, safety and other necessary purposes after this Agreement is
terminated.
7.2

Company and its Affiliates may collect your personal data during the course of
your application for, and use of, the Uber Services, or may obtain information
about you from third parties. Such information may be stored, processed,
transferred, and accessed by Company and its Affiliates, third parties, and
service providers for business purposes, including for marketing, lead
generation, service development and improvement, analytics, industry and
market research, and such other purposes consistent with Company’s 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 that of
Company, 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 or as described in a City Addendum, 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
COMPANY’S 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 Company’s 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 security
contributions and taxes arising out of or related to: (a) your breach of your
representations, warranties or obligations under this Agreement; or (b) a claim by
a third party (including Users, regulators and governmental authorities) directly or
indirectly related to your provision of Transportation Services or use of the Uber
Services. This indemnification provision shall not apply to your breach of any
representations regarding your status as a contractor.
11. Term and Termination
11.1

Term. This Agreement shall commence on the date accepted by you and shall
continue until terminated as set forth herein.

 11.2

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 party’s material breach of this
Agreement; or (c) immediately, without notice, in the event of the insolvency or
bankruptcy of the other party, or upon the other party’s filing or submission of
request for suspension of payment (or similar action or event) against the
terminating party. In addition, 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.

11.3

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, 11.3,
12, 13, and 15 shall survive the termination of this Agreement.

12. Relationship of the Parties
12.1

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
contracting parties. 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.

12.2

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 Company’s 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.

13. Miscellaneous Terms
13.1

Modification. In the event Company modifies the terms and conditions of this
Agreement at any time, such modifications shall be binding on you only upon
your acceptance of the modified Agreement. Company reserves the right to
modify any information referenced at hyperlinks from this Agreement from time
to time. You hereby acknowledge and agree that, by using the Uber Services, or

 downloading, installing or using the Driver App, you are bound by any future
amendments and additions to information referenced at hyperlinks herein, or
documents incorporated herein, including with respect to Fare Calculations.
Continued use of the Uber Services or Driver App after any such changes shall
constitute your consent to such changes.
13.2

Supplemental Terms. Supplemental terms may apply to your use of the Uber
Services, such as use policies or terms related to certain features and
functionality, which may be modified from time to time (“Supplemental Terms”).
You may be presented with certain Supplemental Terms from time to time.
Supplemental Terms are in addition to, and shall be deemed a part of, this
Agreement. Supplemental Terms shall prevail over this Agreement in the event
of a conflict.

13.3

Severability. If any provision of this Agreement is or becomes invalid or nonbinding, the parties shall remain bound by all other provisions hereof. In that
event, the parties shall replace the invalid or non-binding provision with
provisions that are valid and binding and that have, to the greatest extent
possible, a similar effect as the invalid or non-binding provision, given the
contents and purpose of this Agreement.

13.4

Assignment. Neither party shall assign or transfer this Agreement or any of
its rights or obligations hereunder, in whole or in part, without the prior written
consent of the other party; provided that Company may assign or transfer this
Agreement or any or all of its rights or obligations under this Agreement from
time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or
substantially all of Company’s business, equity or assets.

13.5

Entire Agreement. Except as provided below, this Agreement, including all
Supplemental Terms, constitutes the entire agreement and understanding of the
parties with respect to its subject matter and replaces and supersedes all prior or
contemporaneous agreements or undertakings regarding such subject matter. In
this Agreement, the words “including” and “include” mean “including, but not
limited to.” The recitals form a part of this Agreement. Notwithstanding the
foregoing, if you opt out of the arbitration provision set forth in Section 15.2
below, then any prior arbitration agreement between the parties shall remain in
full force and effect.

13.6

No Third Party Beneficiaries. There are no third party beneficiaries to this
Agreement, except as expressly set forth in the Arbitration Provision in Section
15.2 below. Nothing contained in this Agreement is intended to or shall be
interpreted to create any third-party beneficiary claims.

13.7

Notices. Any notice delivered by Company to you under this Agreement will be
delivered by email to the email address associated with your account or by
posting on the portal available to you on the Uber Services. Any notice delivered

 by you to Company under this Agreement will be delivered by contacting
Company at http://partners.uber.com in the “Contact Us” section. Additional
Territory-specific notices may be required from time to time.
14. Existing Agreements. This Section 14 only applies if you were party to a 2015
Agreement effective immediately prior to the Effective Time:
14.1

2015 Agreement. Except as provided in Section 15 below, you and the
applicable Uber Subsidiary hereby terminate such 2015 Agreement (except
as provided in Section 12.3 of the 2015 Agreement), effective as of the
Effective Time (the “2015 Termination”). The parties further agree to waive
any applicable notice requirements with respect to the 2015 Termination.

14.2

Continuing Agreements. Notwithstanding the 2015 Termination, you hereby
(a) ratify, assume and confirm your obligations under any Existing
Supplemental Terms or Existing City Addenda and (b) acknowledge and agree
that as of the Effective Time such Existing Supplemental Terms and Existing
City Addenda are Supplemental Terms or City Addenda, as applicable, under
this Agreement. The Company hereby ratifies, assumes and confirms its
obligations under such agreements.

15. Governing Law; Arbitration
15.1

The choice of law provisions contained in this Section 15.1 do not apply to the
arbitration clause contained in Section 15.2, such arbitration clause being
governed by the Federal Arbitration Act. Accordingly, and except as otherwise
stated in Section 15.2, the interpretation of this Agreement shall be governed
by California law, without regard to the choice or conflicts of law provisions of
any jurisdiction. Any disputes, actions, claims or causes of action arising out of
or in connection with this Agreement or the Uber Services that are not subject
to the arbitration clause contained in Section 15.2 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 nonCalifornians to assert claims under California law whether that be by statute,
common law, or otherwise. These provisions, and except as otherwise
provided in Section 15.2, 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 reside or provide services in
California. The foregoing choice of law and forum selection provisions do not
apply to the arbitration clause in Section 15.2 or to any arbitrable disputes as
defined therein. Instead, as described in Section 15.2, the Federal Arbitration

 Act shall apply to any such disputes. The failure of 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 Uber in writing.
15.2

Arbitration Provision.
IMPORTANT: PLEASE REVIEW THIS ARBITRATION PROVISION
CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH
THE COMPANY ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING
ARBITRATION, EXCEPT AS PROVIDED BELOW. YOU MAY CHOOSE TO
OPT OUT OF THIS ARBITRATION PROVISION BY FOLLOWING THE BELOW
INSTRUCTIONS. THERE ARE AND/OR MAY BE LAWSUITS ALLEGING
CLASS, COLLECTIVE OR REPRESENTATIVE CLAIMS ON YOUR BEHALF
AGAINST THE COMPANY. IF YOU DO NOT OPT OUT OF THIS ARBITRATION
PROVISION AND THEREFORE AGREE TO ARBITRATION WITH THE
COMPANY, YOU ARE AGREEING IN ADVANCE, EXCEPT AS OTHERWISE
PROVIDED BELOW, THAT YOU WILL NOT PARTICIPATE IN AND,
THEREFORE, WILL NOT SEEK OR BE ELIGIBLE TO RECOVER MONETARY
OR OTHER RELIEF IN CONNECTION WITH, ANY SUCH CLASS,
COLLECTIVE OR REPRESENTATIVE LAWSUIT. THIS ARBITRATION
PROVISION, HOWEVER, WILL ALLOW YOU TO BRING INDIVIDUAL CLAIMS
IN ARBITRATION ON YOUR OWN BEHALF.
15.2.1 How This Arbitration Provision Applies
This Arbitration Provision is a contract governed by the Federal Arbitration Act, 9
U.S.C. § 1 et seq. and evidences a transaction involving commerce, and you
agree that this is not a contract of employment involving any class of workers
engaged in foreign or interstate commerce within the meaning of Section 1 of
the Federal Arbitration Act (FAA). If notwithstanding the foregoing, the FAA does
not apply to this Arbitration Provision, the law pertaining to arbitration
agreements of the state where you reside when you entered into this Agreement
shall apply. Except as it otherwise provides, this Arbitration Provision applies to
any legal dispute, past, present or future, arising out of or related to your
relationship with the Company or relationship with any of its agents, employees,
executives, officers, investors, shareholders, affiliates, successors, assigns,
subsidiaries or parent companies (each of which may enforce this Arbitration
Provision as third party beneficiaries), and termination of that relationship, and
survives after the relationship terminates.
This Arbitration Provision applies to all claims whether brought by you or the
Company, except as provided below. This Arbitration Provision requires all such

 claims to be resolved only by an arbitrator through final and binding individual
arbitration and not by way of court or jury trial. Except as provided below
regarding the Class Action Waiver and Representative Action Waiver, such
disputes include without limitation disputes arising out of or relating to
interpretation or application of this Arbitration Provision, including the formation,
scope, enforceability, waiver, applicability, revocability or validity of this
Arbitration Provision or any portion of this Arbitration Provision.
Except as it otherwise provides, this Arbitration Provision also applies, without
limitation, to disputes between you and the Company, or between you and any
other entity or individual, arising out of or related to your application for and use
of an account to use the Uber Services and Driver App as a driver, background
checks, your privacy, your contractual relationship with the Company or the
termination of that relationship (including post-relationship defamation or
retaliation claims), the nature of your relationship with the Company (including,
but not limited to, any claim that you are an employee of the Company), trade
secrets, workplace safety and health, unfair competition, compensation,
minimum wage, expense reimbursement, overtime, breaks and rest periods,
retaliation, discrimination, or harassment and claims arising under the
Telephone Consumer Protection Act, Fair Credit Reporting Act, Title VII of the
Civil Rights Act of 1964, 42 U.S.C. § 1981, 8 U.S.C. § 1324b (unfair immigration
related practices), Americans With Disabilities Act, Age Discrimination in
Employment Act, Fair Labor Standards Act, Worker Adjustment and Retraining
Notification Act, Older Workers Benefits Protection Act of 1990, Occupational
Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of
1985, federal, state or local statutes or regulations addressing the same or
similar subject matters, and all other federal, state, or local statutory, common
law and legal claims (including without limitation, torts) arising out of or relating
to your relationship with the Company or the termination of that relationship.
15.2.2 Limitations On How This Arbitration Provision Applies
Nothing in this Arbitration Provision prevents you from making a report to or
filing a claim or charge with a government agency, including without limitation
the Equal Employment Opportunity Commission, U.S. Department of Labor,
U.S. Securities and Exchange Commission, National Labor Relations Board, or
Office of Federal Contract Compliance Programs. This Arbitration Provision also
does not prevent federal administrative agencies from adjudicating claims and
awarding remedies based on those claims, even if the claims would otherwise
be covered by this Arbitration Provision.

 Where you allege claims of sexual assault or sexual harassment, you may elect
to bring those claims in a court of competent jurisdiction instead of arbitration.
Company agrees to honor your election of forum with respect to your individual
sexual harassment or sexual assault claim but in so doing does not waive the
enforceability of this Arbitration Provision as to any other provision (including but
not limited to Section 15.2.4 below, which will continue to apply in court and
arbitration), controversy, claim or dispute.
To the extent an Act of Congress or applicable federal law not preempted by the
Federal Arbitration Act provides that a particular claim or dispute may not be
subject to pre-dispute arbitration, such claim or dispute is excluded from the
coverage of this Arbitration Provision. Likewise, if the Federal Arbitration Act
does not apply to a claim or dispute, any claims or disputes that may not be
subject to pre-dispute arbitration under applicable state arbitration law will be
excluded from the coverage of this Arbitration Provision.
Impact on Pending Litigation: This Arbitration Provision shall not affect your
standing with respect to any litigation against the Company brought by you or on
your behalf that is pending in a state or federal court or arbitration as of the date
of your receipt of this Arbitration Provision (“pending litigation”). Therefore:
•

If you are or previously were a driver-partner authorized to use the
Uber Services and Driver App, and at the time of your receipt of this
Agreement you were not bound by an existing arbitration agreement
with the Company, you shall remain eligible to participate in any
pending litigation to which you were a party or putative class, collective
or representative action member regardless of whether you opt out of
this Arbitration Provision.

•

If, at the time of your receipt of this Agreement, you were bound by an
existing arbitration agreement with the Company, that arbitration
agreement will continue to apply to any pending litigation, even if you
opt out of this Arbitration Provision.

•

If, at the time of your receipt of this Agreement, you were not
previously a driver-partner authorized to use the Uber Services and
Driver App, then this Arbitration Provision will apply to covered claims
and any pending litigation unless you opt out of this Arbitration
Provision as provided below.

 15.2.3 Governing Rules, Starting The Arbitration, And Selecting The
Arbitrator
The JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”)
will apply to arbitration under this Arbitration Provision; however, if there is a
conflict between the JAMS Rules and this Arbitration Provision, this Arbitration
Provision shall govern. The JAMS Rules are available by, for example,
searching Google.com, to locate “JAMS Comprehensive Arbitration Rules” or by
clicking here: https://www.jamsadr.com/rules-comprehensive-arbitration/.
Prior to commencing arbitration with JAMS, the party bringing the claim in
arbitration must first demand arbitration in writing 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 and the amount in controversy. Any demand
for arbitration made to the Company shall be served upon Uber’s registered
agent for service of process (CT Corporation, 818 West Seventh Street, Suite
930, Los Angeles, California 90017). Any demand for arbitration made to you
shall be sent via electronic email to the email address associated with your
driver-partner account.
Before the arbitration demand is submitted to JAMS, the party bringing the claim
shall first attempt to informally negotiate with the other party, in good faith, a
resolution of the dispute, claim or controversy between the parties for a period of
not less than 30 days but no more than 45 days (the “negotiation period”) unless
extended by mutual agreement of the parties. During the negotiation period, any
otherwise applicable statute of limitations shall be tolled. If the parties cannot
reach agreement to resolve the dispute, claim or controversy within the
negotiation period, the party bringing the claim shall submit the arbitration
demand to JAMS.
To commence arbitration, the party bringing the claim must: (1) submit the
arbitration demand to JAMS, and (2) pay its, his or her portion of any initial
arbitration filing fee (see Section 15.2.6 below).
During the negotiation period, the party bringing the claim shall also make a
good faith effort to meet and confer with the other party regarding the selection
of an Arbitrator. If the parties reach agreement on an Arbitrator not affiliated with
JAMS or to use procedures either not specified in the JAMS Rules or in lieu of
the JAMS Rules, any such agreement shall be memorialized in writing before
arbitration is commenced.

 Delivering a written arbitration demand to the other party will not relieve the
party bringing the claim of the obligation to commence arbitration as described
above. It shall always be the obligation of the party bringing the claim to
commence arbitration.
If, for any reason, the parties cannot agree to an Arbitrator or JAMS will not
administer the arbitration, either party may apply to a court of competent
jurisdiction with authority over the location where the arbitration will be
conducted for appointment of a neutral Arbitrator. The location of the arbitration
shall be no more than 45 miles from and in the same state where you last used
the Uber Services and Driver App as a driver, unless each party to the
arbitration agrees in writing otherwise.
All claims in arbitration are subject to the same statutes of limitation that would
apply in court. The Arbitrator shall resolve all disputes regarding the timeliness
or propriety of the demand for arbitration.
15.2.4 Class Action Waiver
This Arbitration Provision affects your ability to participate in class or
collective actions. Both the Company and you agree to bring any dispute in
arbitration on an individual basis only, and not on a class or collective basis on
behalf of others. There will be no right or authority for any dispute to be brought,
heard or arbitrated as a class or collective action, or for you to participate as a
member in any such class or collective proceeding (“Class Action Waiver”).
Notwithstanding any other provision of this Arbitration Provision or the JAMS
Rules, disputes in court or arbitration regarding the validity, enforceability,
conscionability or breach of the Class Action Waiver, or whether the Class
Action Waiver is void or voidable, may be resolved only by the court and not by
an arbitrator. In any case in which (1) the dispute is filed as a class or collective
action and (2) there is a final judicial determination that all or part of the Class
Action Waiver is unenforceable, the class or collective action to that extent must
be litigated in a civil court of competent jurisdiction, but the portion of the Class
Action Waiver that is enforceable shall be enforced in arbitration.
15.2.5 Representative Action Waiver
This Arbitration Provision affects your ability to participate in
representative actions. To the maximum extent provided by law, both the
Company and you agree to bring any dispute in arbitration on an individual basis
only, and not on a representative basis—including but not limited to as a private
attorney general representative under the California Labor Code—on behalf of

 others. There will be no right or authority for any dispute to be brought, heard or
arbitrated as a representative action, or for you to participate as a member in
any such representative proceeding (“Representative Action Waiver”).
Notwithstanding any other provision of this Arbitration Provision or the JAMS
Rules, disputes in court or arbitration regarding the validity, enforceability,
conscionability or breach of the Representative Action Waiver, or whether the
Representative Action Waiver is void or voidable, may be resolved only by the
court and not by an arbitrator. If any portion of this Representative Action Waiver
is found to be unenforceable or unlawful for any reason (1) any representative
claims subject to the unenforceable or unlawful portion(s) shall proceed in a civil
court of competent jurisdiction; (2) the portion of the Representative Action
Waiver that is enforceable shall be enforced in arbitration; (3) the unenforceable
or unlawful provision shall be severed from this Agreement; and (4) severance
of the unenforceable or unlawful provision shall have no impact whatsoever on
the Arbitration Provision or the arbitrability of any remaining claims asserted by
you or the Company.
Disputes regarding the nature of your relationship with the Company (including,
but not limited to, any claim that you are an employee of the Company), as well
as any claim you bring on your own behalf as an aggrieved worker for recovery
of underpaid wages or other individualized relief (as opposed to a representative
claim for civil penalties) are arbitrable and must be brought in arbitration on an
individual basis only as required by this Arbitration Provision. You agree that any
representative claim that is permitted to proceed in a civil court of competent
jurisdiction must be stayed pending the arbitration of your dispute regarding the
nature of your relationship with the Company and any claim you bring on your
own behalf for individualized relief.
15.2.6 Paying For The Arbitration
Except in the case of offers of judgment (such as under Federal Rule of Civil
Procedure 68 or any applicable state equivalents), each party will pay the fees
for its, his or her own attorneys and any costs that are not unique to arbitration,
subject to any remedies to which that party may later be entitled under
applicable law.
You and the Company shall follow the JAMS Rules applicable to initial
arbitration filing fees, except that your portion of any initial arbitration filing fee
shall not exceed the amount you would be required to pay to initiate a lawsuit in
federal court in the jurisdiction where the arbitration will be conducted. After (and
only after) you have paid your portion of any initial arbitration filing fee, the

 Company will make up the difference, if any, between the fee you have paid and
the amount required by the JAMS Rules.
In all cases where required by law, the Company will pay the Arbitrator's fees,
as well as all fees and costs unique to arbitration. Otherwise, such fee(s) will be
apportioned between the parties in accordance with said applicable law, and
any disputes in that regard will be resolved by the Arbitrator. You agree to not
oppose any negotiations between JAMS and the Company relating only to the
Company’s fees.
15.2.7 The Arbitration Hearing And Award
Within 30 days of the close of the arbitration hearing, 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. The Arbitrator shall apply
applicable controlling law and will issue a decision or award in writing, stating
the essential findings of fact and conclusions of law. A court of competent
jurisdiction shall have the authority to enter a judgment upon the award made
pursuant to the arbitration.
15.2.8 Your Right To Opt Out Of This Arbitration Provision
Agreeing to this Arbitration Provision 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 (subject
to the pending litigation provision in Section 15.2.2, and the limitations set forth
in this Section 15.2.8). To do so, within 30 days of the date that this Agreement
is electronically accepted by you, you must send an electronic email from the
email address associated with your driver-partner account to
optout@uber.com, stating your intent to opt out of this Arbitration Provision, as
well as your name, the phone number associated with your driver-partner
account, and the city in which you reside.
An email sent by your agent or representative (including your counsel) shall
not be effective. Your email may opt out yourself only, and any email that
purports to opt out anyone other than yourself shall be void as to any others.
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 will not be subject to retaliation if you exercise your right to opt out of this
Arbitration Provision.
If you opt out of this Arbitration Provision and at the time of your receipt of this
Agreement you were bound by an existing agreement to arbitrate disputes
arising out of or related to your use of the Uber Services and Driver App, that
existing arbitration agreement will remain in full force and effect.
Neither your acceptance of this Agreement nor your decision to opt out of this
Arbitration Provision will affect any obligation you have to arbitrate disputes not
specified in this Arbitration Provision pursuant to any other agreement you
have with the Company or any of its subsidiaries or affiliate entities. Likewise,
your acceptance of or decision to opt out of any other arbitration agreement
you have with the Company or any of its subsidiaries or affiliate entities shall
not affect any obligation you have to arbitrate claims pursuant to this
Arbitration Provision.
15.2.9 Enforcement Of This Arbitration Provision
You have the right to consult with counsel of your choice concerning this
Arbitration Provision and to be represented by counsel at any stage during the
arbitration process. Except as provided in Sections 15.2.2 and 15.2.8 of this
Arbitration Provision, this Arbitration Provision replaces prior agreements
regarding the arbitration of disputes and is the full and complete agreement
relating to the formal resolution of disputes covered by this Arbitration Provision.
In the event any portion of this Arbitration Provision is deemed unenforceable,
the remainder of this Arbitration Provision will be enforceable. This Arbitration
Provision will survive the termination of your relationship with the Company, and
it will continue to apply if your relationship with the Company is ended but later
renewed.