KEY PRINCIPLES
This Agreement governs your use of the Provider App to provide Delivery Services.
If you agree to this Agreement, you may use the Provider App to access requests for Delivery Services from Eats JP. It is your choice if, when, and where you use the Provider App. You can make this choice unilaterally, and in real time, through the tap of a button on your smartphone. For the sake of clarity, you are not bound to any kind of exclusivity obligation with Eats JP.
If you agree to this Agreement, you do so as an independent contractor. For the avoidance of doubt, there is no employment relationship between you and Eats JP or any member of Uber Group.
You decide whether you want to accept a request. You are under no obligation to use the Provider App or provide Delivery Services, including while logged onto the Provider App. You may accept or reject any request. If you accept a request, you will provide Delivery Services to Delivery Recipients as a subcontractor of Eats JP. Please read this Agreement carefully. This Agreement includes information as to how you and we may change or end the Agreement, what to do if there is a problem, and other important information, including insurance and liability information.
This Technology Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”), Uber Portier B.V. (“Uber”), and Uber Eats Japan合同会社 (Uber Eats Japan Inc.) (“Eats JP”), a company registered in Japan with company number 0110-03-010489. The Provider App enables you to seek, receive, and fulfil requests for the Delivery Services from Eats JP. In order to use the Provider App and provide Delivery Services, you must agree to the terms and conditions set forth below. Upon your execution (electronic or otherwise) of this Agreement by signing this agreement or by clicking “I Accept”, you, Uber, and Eats JP shall be bound by the terms and conditions set forth herein. References herein to “Uber Group” shall be taken as a reference to Uber, Eats JP, and each of their Affiliates.
Furthermore, upon your execution (electronic or otherwise) of this Agreement, you shall agree that the terms and conditions regarding Provider App and Delivery Services shall be provided by electronic means, such as by displaying it on the App.
1.1 “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership of a party, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
1.2 “Company Data” means all data related to the access and use of the Provider App hereunder, including all data related to Users (including User Information), all data related to Delivery Recipients (including Delivery Recipient Information), all data related to the provision of Delivery Services via the Provider App, and the Provider ID.
1.3 “Community Guidelines” means the community guidelines (which may be modified from time to time by Eats JP in its sole discretion) as set forth at https://www.uber.com/legal/ja/document/?name=general-community-guidelines&country=japan&lang=ja or other URLs accessible from https://www.uber.com/legal/ja/ and/or https://www.uber.com/jp/ja/safety/uber-community-guidelines/ .
1.4 “Delivery Fee” has the meaning set forth in Section 4.1.
1.5 “Delivery Recipient” means the intended recipient of goods being delivered by you in connection with your Delivery Services. For the avoidance of doubt, a User may be a Delivery Recipient.
1.6 “Delivery Recipient Information” means information about a Delivery Recipient made available to you in connection with a request for and use of Delivery Services, which may include delivery drop-off location, a Delivery Recipient’s name, a Delivery Recipient’s contact information, a Delivery Recipient’s signature, and a Delivery Recipient’s photo, as well as any other relevant details specific to the items to be delivered.
1.7 “Delivery Services” means any or all acts of picking, packaging, paying or delivering food or other items which have been ordered by Users from Merchants, and/or transportation of items to a location designated by Uber, as an independent contractor, via the Provider App in the Territory using the applicable Transportation Method. For the avoidance of doubt, the term “items” herein includes delivery bags that are lent to you when you pick up items, and the term “transportation” herein includes return trips to a location different from a pickup location. For the avoidance of doubt, in order for you to pick, pack and pay for items as part of Delivery Services, you are required to consent to an addendum separately provided by Uber and Eats JP.
1.8 “Device” means Your Device.
1.9 “Merchant” means a business operator whose products (food, beverages, or other items) are made available for sale to Users and Delivery Recipients via the Uber App, or its own mobile application or online platform. For clarity, Eats JP may be a Merchant for orders from certain storefronts in the Uber App.
1.10 “Provider App” means, in relation to delivery providers, the mobile application licensed to you by Uber (for no charge) that enables you to receive requests from Eats JP for Delivery Services, as may be updated or modified by Uber from time to time.
1.11 “Provider ID” means the identification and password key assigned to you that enables you to use and access the Provider App.
1.12 “Territory” means the city or metro areas in Japan in which you are enabled by the Provider App to receive requests for the Delivery Services. For the avoidance of doubt, this does not impact your ability to go online, or accept delivery requests, in any other territory.
1.13 “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 Eats JP based on available information.
1.14 “Transportation Method” means a mode of transportation selected by you that meets the then-current requirements of Eats JP (based on legal and regulatory requirements) for your provision of the Delivery Services.
1.15 “Uber App” means the mobile application or online platform provided to authorised Users seeking on-demand requests for Delivery Services.
1.16 “User” means an end user (an individual or an entity) (including eaters, Merchants, and Delivery Recipients) authorised by Uber or its Affiliates to use the Uber App for the purpose of requesting Delivery Services.
1.17 “User Information” means information about a User made available to you in connection with the Delivery Services, which may include delivery pick-up location, delivery drop-off location, the User’s name, the User’s contact information, the User’s signature, and the User’s photo, as well as any other relevant details specific to the items to be delivered.
1.18 “Your Device” means a mobile device owned or controlled by you: (a) that meets the then-current specifications for mobile devices for the use of the Provider App as set forth by Eats JP; and (b) on which the Provider App has been installed as authorised by Uber solely for the purpose of receiving requests for Delivery Services from Eats JP.
2.1 Provider IDs. Eats JP will issue you a Provider ID to enable you to access and use the Provider App on a Device in accordance with this Agreement. You agree that you will maintain your Provider ID in confidence and not share your Provider ID with any third party. You will immediately notify Eats JP of any actual or suspected breach or improper use or disclosure of your Provider ID or the Provider App.
2.2 Provision of Delivery Services. When the Provider App is active, you may receive requests from Eats JP for you to provide Delivery Services to Users as an independent contractor. You are free to decide whether to accept or reject or ignore such requests. If you accept Eats JP’s request for Delivery Services, Eats JP will provide you with certain User Information, Delivery Recipient Information, and User notes via the Provider App, including (as applicable) the User’s name and the pickup and drop-off location of the applicable goods to be delivered. Unless otherwise specified by Eats JP in advance, individual service agreement shall be concluded when you accept such request. You acknowledge and agree that Delivery Services requested by Eats JP require you to immediately commence the fulfilment of Delivery Service and complete it within a reasonable time, unless otherwise specified by Eats JP in advance. If the possibility of a return trip (including a return trip to a location different from a pick-up location) is indicated in the Provider App, you agree to fulfil the return trip in accordance with such indication. You may earn additional Delivery Fee by fulfilling the return trip. In order to enhance User satisfaction with the Uber App, it is recommended that you follow the pickup and drop-off information, including details of the location within the building address to pick-up/drop-off a package, etc. and wait at least ten (10) minutes for a User or Delivery Recipient to appear at the requested pick-up or drop-off location. You acknowledge and agree that once you have chosen to accept Eats JP’s request for Delivery Services, the Uber App may provide certain information about you to the User and Delivery Recipient, including your first name, contact information, photo and location, and as applicable information about your Transportation Method. You shall not contact any Users or Delivery Recipients or use any User or Delivery Recipient’s personal information for any reason other than for the purposes of fulfilling Delivery Services. 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 Delivery Services (including determining the delivery route); (b) except for the Provider App, you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Delivery Services; and © you shall be solely responsible for your own actions and omissions in the course of providing the Delivery Services.
2.3 Your Relationship with Uber Group. You acknowledge and agree that you are providing Delivery Services as an independent contractor. This Agreement is not an employment agreement, nor does it create an employment or a worker relationship, among Uber, Eats JP, or any of its affiliates and you; and no joint venture, partnership, or agency relationship exists among Uber, Eats JP, or any of its affiliates and you. You have no authority to bind Uber, Eats JP or its Affiliates and you undertake not to hold yourself out as an employee, worker, agent, or authorised representative of Uber, Eats JP or its Affiliates. Where, for any reason, you may be deemed an employee, worker, agent or representative of Uber, Eats JP or its Affiliates, you undertake and agree to indemnify, defend (at Eats JP’s option), and hold Uber, Eats JP, and its Affiliates harmless from and against any claims by any person or entity based on such implied employment, worker, agency or representative relationship.
You acknowledge and agree that Uber’s licence to you of the Provider App (at no charge) creates a legal and direct business relationship between Uber and you, only in relation to the use of Provider App.
Uber or Eats JP does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including without limitation in connection with your provision of Delivery Services, your acts or omissions, or your operation and maintenance of your Transportation Method. You are entirely free to choose whether to contract with other companies to provide delivery services, including competitors of Uber Eats; this includes doing so at the same time as when you are using the Provider App (known as ‘multi-apping’). You are also entirely free to provide delivery services to your own clients. Except as expressly set out herein, you retain the sole right to determine when, where, and for how long you will utilise the Provider App. You are under no obligation to log on or use the Provider App. You retain the option, via the Provider App, to accept or to decline or ignore a User’s request for Delivery Services.
While providing the Delivery Services, unless required by the applicable laws or agreed among you and Uber and/or Eats JP in writing, you will not (a) display Uber’s, Eats JP’s or any of their Affiliates’ names, logos or colours on your Transportation Method; or (b) wear a uniform or any other clothing displaying Uber’s, Eats JP’s or any of their Affiliates’ names, logos or colours. You are free to use any bag of your choice when providing Delivery Services. You acknowledge and agree that you have complete discretion to provide Delivery 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 Provider App and provide Delivery Services on those platforms; and (ii) engage in any occupation or business.
Eats JP and Uber retains the right, at any time in their sole discretion, to deactivate or otherwise restrict you from accessing or using the Provider App in the event of a violation of this Agreement or the Community Guidelines, your disparagement of Uber, Eats JP, or any of their Affiliates, or your act or omission that causes harm to Uber’s, Eats JP’s, or their Affiliates’ brand, reputation, or business as determined by Eats JP in its sole discretion.
2.4 Ratings.
2.4.1 You acknowledge and agree that: (a) after completion of an instance of Delivery Services, a User and/or Delivery Recipient may be prompted by the Uber App to provide a rating of you and related to such Delivery Services and, optionally, to provide comments or feedback about you and related to such Delivery Services; and (b) after providing Delivery Services, you may be prompted by the Provider 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 (if applicable) in good faith.
2.4.2 Eats JP and its Affiliates reserve the right to use, share, and display your User and Delivery Recipient ratings and comments in any manner in connection with the business of Eats JP and its Affiliates without attribution to you or your approval. You acknowledge and agree that Eats JP and its Affiliates are distributors (without any obligation to verify) and not publishers of your User and Delivery Recipient ratings and comments, provided that Eats JP 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 the Eats JP’s or its Affiliates’ content policies.
2.5 Devices. You are responsible for the acquisition, cost, and maintenance of Your Device as well as any necessary wireless data plan that you use to access the Provider App. Uber grants you a personal, non-exclusive, non-transferable, non-sublicensable right (for no charge) to install and use the Provider App on Your Device solely for the purpose of providing Delivery Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Provider App (or any data associated therewith) with any third party. The foregoing right shall immediately terminate and you will delete and fully remove the Provider App from Your Device in the event that you cease to provide Delivery Services using Your Device. You agree that: (i) use of the Provider 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 Provider App on Your Device may consume very large amounts of data through the data plan. Uber and Eats JP recommend that Your Device only be used under a data plan with unlimited or very high data usage limits, and neither Uber, Eats JP, nor their Affiliates, shall be responsible or liable for any fees, costs, or overage charges associated with any data plan.
2.6 Location Based Services. You acknowledge and agree that your geo-location information must be provided to Eats JP and/or its Affiliate via a Device in order to receive requests for and to provide Delivery Services. You acknowledge and agree that: (a) your geo-location information may be obtained by Eats JP and/or its Affiliates while the Provider App is running; and (b) your approximate location will be displayed to the User and Delivery Recipient before and during the provision of Delivery Services. In addition, Eats JP and/or its Affiliates may monitor, track, and share with third parties your geo-location information obtained by the Provider App and Device for safety and security purposes.
3.1 Your Requirements. In the interest of ensuring compliance with legal requirements, maintaining the quality of the platform and safety of all Users, you acknowledge and agree that at all times, you shall: (a) hold and maintain (i) a valid applicable license with the appropriate level of certification to operate your Transportation Method (e.g. a valid driver’s license with the correct classifications if your Transportation Method is a motor vehicle (whether a four-wheeled vehicle, three-wheeled vehicle, or a two-wheeled vehicle) or a motorized bicycle), and (ii) all licenses, permits, approvals, notifications, and authority applicable to you that are necessary to provide delivery services to third parties in the Territory; (b) comply with the applicable load restrictions (including but not limited to loading capacity, the size of loaded items, and loading method) on your Transportation Method under laws and regulations; © possess the appropriate and current level of training, expertise and experience to provide Delivery Services in a professional manner with due skill, care and diligence; and (d) 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, Delivery Services. You acknowledge and agree that Eats JP and Uber reserve the right, at any time at their sole discretion, to deactivate or otherwise restrict you from accessing or using the Provider App if you fail to meet the requirements set forth in this Agreement. With regard to (a) (i) above, please note that, if the Transportation Method is a two-wheeled vehicle, a “standard two-wheeled vehicle license (small size only)”, a “standard two-wheeled vehicle license”, or a “large two-wheeled vehicle license” is required for two-wheeled vehicles with a displacement greater than 50cc and equal to or less than 125cc, a “standard two-wheeled vehicle license” or a “large two-wheeled vehicle license” is required for two-wheeled vehicles with a displacement greater than 125cc and equal to or less than 400cc, and a “large two-wheeled vehicle license” is required for two-wheeled vehicles with a displacement greater than 400cc.
If Uber, Eats JP, and/or their Affiliates reasonably believe that you have made a delivery without holding and maintaining a valid license with an appropriate certification level for the operation of Transportation Method (for example, a valid license for the type of vehicle, etc., if Transportation Method is a motor vehicle (whether four-wheeled, three-wheeled, or two-wheeled) or a motorized bicycle) as set forth in (a)(i) above or any license, permit, approval, notification, and authority applicable to you that is necessary to provide delivery services to third parties within the Territory as set forth in (a)(ii) above, Uber, Eats JP, and/or their Affiliates may take reasonable action, including reporting the matter to the police and permanently deactivating your account.
3.2 Transportation Method Requirements. You are free to determine the form of your Transportation Method, between a bicycle, a motorized bicycle, a two-wheeled vehicle, a four-wheel small vehicle, or other methods approved by Eats JP to the extent permitted by applicable law. You acknowledge and agree that your Transportation Method shall at all times be: (a) properly registered and licensed to operate as a delivery vehicle in the Territory (if your Transportation Method is a vehicle); (b) owned or leased by you, or otherwise in your lawful possession (and if your Transportation Method is a bicycle, for that bicycle to be properly registered with the relevant authority such as bicycle registration for anti-theft purposes); © suitable for performing the Delivery Services contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Transportation Method of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition. You agree to inform Eats JP in writing immediately if any of these conditions are not met. For the avoidance of doubt, these conditions are continuing obligations of this Agreement.
In addition, you acknowledge and agree that if your Transportation Method is a two-wheeled vehicle exceeding 125cc or a small vehicle, your Transportation Method must be registered as a business vehicle by submitting notification to the competent authority in accordance with the requirements under freight transportation-related laws and regulations, such as the Motor Truck Transportation Business Act. Furthermore, you acknowledge and agree that you only may use a two-wheeled vehicle exceeding 125cc bearing a green-coloured vehicle registration number certificate or a small vehicle bearing a black-coloured vehicle registration number certificate, and that if you violate this, you will violate freight transportation-related laws and regulations, such as the Motor Truck Transportation Business Act.
Where Uber, Eats JP, and/or their Affiliates reasonably determine that you have made a delivery using an electric bicycle that does not meet the requirements of relevant road traffic laws and regulations, or any other vehicle that is in breach of relevant laws and regulations, Uber, Eats JP, and/or their Affiliates may take reasonable action, including reporting the matter to the police and permanently deactivating your account.
3.3 Documentation. To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, you must provide Eats JP with written copies of all such licenses, permits, approvals, notifications, authority, registrations, and certifications prior to your provision of any Delivery Services. Thereafter, you must submit to Eats JP written evidence of all such licenses, permits, approvals, notifications, authority, registrations, and certifications as they are renewed. Eats JP shall, upon request, be entitled to review such licenses, permits, approvals, notifications, 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. Eats JP reserves the right to independently verify your relevant documentation from time to time in any way Eats JP deems appropriate in its reasonable discretion.
4.1 Delivery Fee Calculation and Payment. Eats JP shall pay you a delivery fee (which will be inclusive of tax such as consumption tax, where applicable) for each instance of completed Delivery Services (“Delivery Fee”). You agree that the Delivery Fee is calculated, as applicable: (a) based on a base delivery fee amount plus estimated distance (as determined by Eats JP using location-based services), estimated time spent travelling, and/or estimated wait times at the pickup and drop-off locations (which may be based on efficient routing) or other factors which may be communicated to you from time to time and/or (b) including any applicable additional amounts based on certain trip attributes such as the Merchant’s supply and demand (e.g. trip supplement) (“Delivery Fee Calculation”). You acknowledge and agree that the Delivery Fee shown on the Provider App shall be calculated based on the agreed formula or factor stated in this clause, and such Delivery 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 request Eats JP to change the default amount in writing and Eats JP shall consider such request in good faith. The Delivery Fee does not include any gratuity paid by the Delivery Recipient. Delivery Recipients may pay you gratuities, either directly to you in cash or through the Uber App. You acknowledge that the Delivery Fee is the only payment you will receive in connection with your provision of Delivery Services and that neither the Delivery Fee nor the Delivery Fee Calculation includes any gratuity. Eats JP will reimburse you for any Tolls or ancillary fees incurred during the provision of Delivery Services, if applicable. Eats JP agrees to close the accounting week every Monday at 4:00 a.m. Japan Standard Time (JST) and process the payment on the following Tuesday (or, if processing on that Tuesday is not feasible due to administrative reasons or other reasons, on the subsequent Tuesday) in relation to the following items that have accrued in the previous week: (a) the collected amount of Delivery Fee; (b) the Tolls; and © depending on the region, certain taxes and ancillary fees. The payment will be remitted to the bank account designated by you. If you have separately agreed that other amounts may be deducted from the Delivery Fee prior to remittance to you, the order of any such deductions from the Delivery Fee is to be determined exclusively by Eats JP (as between you and Eats JP). If the agreed payment date falls on a public holiday in Japan, you will be paid on the next business day in Japan.
4.2 Changes to Delivery Fee Calculation. Eats JP reserves the right to change the Delivery Fee Calculation at any time at Eats JP’s discretion (including adding new factors or removing existing factors) from time to time. Eats JP will provide you with prior notice in the event of changes to the major factors to consider in the Delivery Fee Calculation that would result in a material change in the Delivery Fee. You agree that your continued use of the Provider App after any such change in the Delivery Fee Calculation shall constitute your consent to such change.
4.3 Delivery Fee Adjustment. Eats JP reserves the right to: (i) adjust the Delivery Fee for a particular instance of Delivery Services (e.g., in the case where you intentionally took an inefficient route, you failed to properly end a particular instance of Delivery Services in the Provider App , etc.); or (ii) cancel the Delivery Fee for a particular instance of Delivery Services (e.g., in the case where a communicated deadline (by Users) for completion of delivery services was not met, in the event of a User complaint, fraud, etc.). Eats JP’s decision to reduce or cancel the Delivery Fee in any such manner shall be exercised in a reasonable manner.
4.4 Cancellation Charges. You acknowledge and agree that Eats JP may cancel requests for Delivery Services that have been accepted by you via the Provider App at any time prior to your arrival at the drop-off location. In the event of such cancellation of an accepted request for Delivery Services or the item(s) not being available for your pick-up, based on Eats JP’s then-current policies with respect to the foregoing, Eats JP may pay you a cancellation fee, which shall be deemed to constitute the Delivery Fee for the cancelled Delivery Services for the purpose of remittance to you hereunder.
4.5 No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Eats JP may seek to attract new Users and increase existing Users’ use of Uber App. You acknowledge and agree that such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement. In the event that a User pays Eats JP a valid gratuity on your behalf, Eats JP will transmit such gratuity to you and will not retain any portion of that gratuity. You: (i) grant Eats JP the authority to receive gratuities on your behalf and (ii) agree that payment of gratuities to you made by the User to Eats JP shall be considered the same as payment made directly by the User to you. In regard to cash gratuities provided by a User or Delivery Recipient directly to you, no portion of that gratuity is owed to or should be paid to Eats JP.
4.6 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 Delivery Services as required by applicable law; and (b) provide Eats JP with all relevant tax information as requested of you by Eats JP (including confirmation of your Japan Consumption Tax taxpayer status and/or a valid registration number under which you provide Delivery Services, if obtaining such a status is required of you by applicable law). You further acknowledge and agree that you are responsible for taxes on your own earnings arising from the performance of Delivery Services, including without limitation, income tax and Japan consumption tax. Notwithstanding anything to the contrary in this Agreement, Eats JP may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Delivery Services and/or provide any of the relevant tax information you have provided pursuant to the requirement mentioned above, directly to the applicable governmental tax authorities on your behalf or otherwise. Unless expressly stated otherwise in this Agreement, all amounts payable or consideration to be provided under this Agreement are inclusive of consumption tax (where applicable).
Unless expressly stated otherwise in this Agreement, neither party shall be obligated to pay any additional amounts to the other party as a result of any withholding or deduction for or, on account of any present or future taxes, duties, assessments, or governmental charges.
The parties agree that, for the purposes of Japanese tax law, Eats JP pays you the Delivery Fee as the sole consideration for your Delivery Services. In addition, Uber grants you a licence to use the Provider App for no consideration.
Invoices. You agree and authorize Eats JP to issue invoice(s) or qualified invoice(s) (to the extent applicable under the Consumption Tax Act) on your behalf in regard to your provision of Delivery Services. The invoice or qualified invoice will be made available to you via the Provider App, and if Eats JP does not receive a notification of dispute within three (3) days from the date of issuance, it shall be assumed that the invoice or qualified invoice has been confirmed and approved.
5.1 Cash Deliveries. Eats JP may facilitate a delivery option to Users in the Territory that allows Users to pay for a given instance of Delivery Services in cash (a “Cash Order”).
5.2 Collections from Users. For Cash Orders, if you choose to accept such orders, you acknowledge and agree that (a) Delivery Recipient or the User shall pay you directly in cash rather than through the Uber App; (b) you are appointed as the payment collection agent by Eats JP (or its Affiliate) (i) as delegated on behalf of Merchant to collect the amount due for the item and/or (ii) on behalf of Eats JP to collect the amount due for Delivery Services from the Delivery Recipient or the User that are associated with the Cash Order; © you shall be solely responsible for collecting all amounts due from the Delivery Recipient or the User that are associated with the Cash Order, including the amounts due for Delivery Services (including your Delivery Fee), the amounts due for the item, and miscellaneous amounts, including taxes and miscellaneous fees (absent gratuity, the “Cash Collections”) and to provide the correct change, as appropriate, to such Delivery Recipient; (d) you shall retain the Cash Collections at your own risk; and (e) you shall be responsible for all taxes payable in the Territory in connection with your Delivery Fee. In the event you are unable to collect the full amount owed for your Delivery Services from a User or Delivery Recipient, you shall notify Eats JP of your delivery (or attempted delivery) of the order without collection of cash, and you acknowledge that you shall not receive the Cash Collections free and clear of all obligations or liabilities to Eats JP.
5.3 Eats JP’s Collections. Any amounts owed to Eats JP (e.g., repayments for elective services) shall be paid to Eats JP, and the amount of the items that you owe to the Merchant shall be set off against and deducted by Eats JP from outstanding Delivery Fees for completed deliveries you performed. In the event that there are insufficient outstanding Delivery Fees to set off against for the recoupment of amounts owed to Eats JP or the amounts of the items owed to the Merchant, and you have not provided Eats JP with another means of repayment, you shall incur a trade debt in the amount of the shortfall which shall be carried forward until you have repaid Eats JP for such amounts. Eats JP may make collection options available to you (e.g., cash collection kiosks, bank transfer, debit card acceptance, mobile wallets, etc.) in order to repay any amounts owed to Eats JP. If you have a card on file with Eats JP for payment purposes in connection with your use of the Provider App or have a bank account on record with Eats JP, you acknowledge and agree that Eats JP or its Affiliates may collect the amounts owed by you without your further consent. You acknowledge and agree that you shall bear the cost of any fees related to repayment (e.g., fees for overdraft, top-up, currency exchange, cross-border and bank transfers) and any applicable taxes (including withholding taxes or indirect taxes). Further, you agree to gross up amounts owed to Eats JP accordingly so Eats JP receives the full amount owed. For the avoidance of doubt, Eats JP shall not be deemed to have waived its right to any amounts owed by you if: (a) there are insufficient outstanding Delivery Fees to set off against; (b) you do not repay any amounts owed to the Eats JP in a timely manner; or © Eats JP elects to require a minimum amount owed prior to initiating collection efforts or otherwise delays collecting amounts owed by you. Eats JP reserves the right to suspend your account if you maintain a negative balance for more than one (1) week. With each payment statement, Eats JP shall report any offset amounts and deductions.
5.4 Taxes. You acknowledge and agree that you shall comply with all of your obligations under tax and social security laws applicable in your Territory. You also acknowledge and agree that under no event shall Eats JP be liable for your obligations under any applicable tax or social security laws.
6.1 When you receive a Delivery Service request from Eats JP, the Provider App may display an amount (“Upfront Price”) which constitutes the Delivery Fee. Upfront Price includes consumption tax and other taxes, if applicable. You retain sole and complete discretion to accept, reject, or ignore this Delivery Service request and the Upfront Price.
6.2 If Eats JP pays for Delivery Services in an amount in excess of the Upfront Price, that additional amount also constitutes part of the Delivery Fee (for example, in the event that a trip takes significantly longer than the initial prediction at the time you accepted the Delivery Service request, you may receive an amount in excess of the Upfront Price). Such additional Delivery Fee is not included in the Delivery Service request, as it is not finalized until the Delivery Service is completed. These amounts will be finalized promptly after you complete the Delivery Service.
6.3 You may receive additional requests to pick up additional orders from a User whose request you have accepted (e.g., a User seeking delivery of items from multiple Merchants). In such cases, the Provider App will display an additional Upfront Price constituting the net increase in the total Upfront Price, and you retain sole and complete discretion to accept, reject, or ignore each additional Delivery Service request and the Upfront Price.
6.4 You may receive a request to pick up orders from different Merchants (e.g., multiple merchants seeking to send items to one or more Delivery Recipients). In such cases, the Provider App will display a total Upfront Price, and you retain sole and complete discretion to accept, reject, or ignore the Delivery Service request and the Upfront Price.
6.5 After having accepted a Delivery Service request, you may receive additional requests to pick up additional orders from different Merchants (e.g., one or more additional merchants seeking to send items to one or more Delivery Recipients). In such cases, the Provider App will display an additional Upfront Price constituting the net increase in the total Upfront Price, and you retain sole and complete discretion to accept, reject, or ignore each additional Delivery Service request and the Upfront Price.
6.6 Delivery Fees and the Upfront Price do not reflect or include any gratuity which a Delivery Recipient may, at their sole discretion, decide to provide you.
7.1 License Grant. Subject to the terms and conditions of this Agreement, Uber hereby grants you, for no consideration, a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Provider App solely for the purpose of receiving requests for Delivery Services from Users and tracking applicable resulting Delivery Fees and fees. All rights not expressly granted to you are reserved by Uber, its Affiliates and their respective licensors.
7.2 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 Provider App in any way; (b) modify or make derivative works based upon the Provider App; © improperly use the Provider App, including creating Internet “links” to any part of the Provider App, “framing” or “mirroring” any part of the Provider App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Provider App; (d) reverse engineer, decompile, modify, or disassemble the Provider 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 Provider App to: (i) design or develop a product or service which is competitive or substantially similar to Provider App; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched 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 Provider App; or (iv) attempt to gain unauthorised access to the Provider App or its related systems or networks.
7.3 Ownership. The Provider App and Company Data, including all intellectual property rights therein are and shall remain (as among you, Uber, and Eats JP) the property of Uber, Eats JP, and/or their Affiliates or their respective licensors (as the case may be). Neither this Agreement nor your use of the Provider App or Company Data conveys or grants to you any rights in or related to the Provider App or Company Data, except for the limited license granted above. Other than as specifically permitted by Eats JP in connection with the Delivery Services or Uber in connection with the Provider App, you are not permitted to use or reference in any manner Eats JP’s, Uber’s, their Affiliates’, or their respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights, or other indicia of ownership, alone or 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. You shall not copy, modify, distribute, sell, or lease any part of the Provider App or Company Data, nor shall you reverse engineer or attempt to extract the source code of Uber’s software, except if allowed by law.
8.1 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, Provider IDs, User Information, Delivery Recipient Information, package 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.
8.2 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; © 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 Eats JP, its internal record-keeping requirements).
8.3 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; or © is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto.
9.1 Disclosure of Your Information. Subject to applicable law, and notwithstanding Section 8.2, Uber, Eats JP and their Affiliates may, but shall not be required to, provide to you, a User, a Delivery Recipient, an insurance company, a payment service provider (including a credit card company, a payment collection agent, and a merchant agreement administrator), and/or relevant authorities and/or regulatory agencies, any information (including personal information (e.g., information obtained about you through any background check), Confidential Information, and any Company Data) about you or any Delivery Services provided hereunder if: (a) there is a complaint, dispute, or conflict, including an accident, between you and a User or you and a Delivery Recipient; (b) it is necessary to enforce the terms of this Agreement; © it is required, at Uber’s, Eats JP’s, or any of their Affiliates’ sole discretion, by applicable law or regulatory requirements (e.g. Eats JP or its Affiliates receive a warrant, or other legal process for information); or (d) it is necessary, at Uber’s, Eats JP’s, or their Affiliates’ sole discretion, to (1) protect the safety, rights, property, or security of Uber, Eats JP or its Affiliates, or any third party (including but not limited to a payment service provider); (2) to protect the safety of the public for any reason, including the facilitation of insurance claims related to the Provider App or Delivery Services; (3) to detect, prevent, or otherwise address fraud, security, or technical issues; (4) to prevent or stop activity which Uber, Eats JP, or any of their Affiliates, at 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, at Uber’s, Eats JP’s, or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Provider App and receive requests for Delivery Services. You understand that Uber and Eats JP may retain your personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated.
9.2 Uber, Eats JP, and their Affiliates may collect your personal data during the course of your registration for, and use of, the Provider App, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by Uber, Eats JP, their Affiliates, third parties, and service providers for business purposes, including for Delivery Services, marketing, service development and improvement, analytics, industry and market research, and such other purposes consistent with Uber’s, Eats JP’s, and their Affiliates’ legitimate business needs. You expressly consent to such use of personal data.
9.3 Uber, Eats JP, and their Affiliates collect and use your personal information as provided in the privacy notice located at https://www.uber.com/legal/ja/document/?name=privacy-notice&country=japan&lang=en (as may be updated by Uber from time to time).
10.1 This Section 10.1 applies only if you use a motor vehicle or a motorized bicycle to provide the Delivery Services. During the term of this Agreement, you agree to maintain, on all motor vehicles and motorized bicycles 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 legal requirements to operate a private passenger motor vehicle on the public roads located in 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 party. You must subscribe to the compulsory insurance provided for in the Automobile Liability Security Act. You agree to provide Eats JP and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card, and proof of payment of premiums for the insurance policy required in this Section 10.1 upon request. Furthermore, you must provide Eats JP with written notice of cancellation of any insurance required by Eats JP. Eats JP shall have no right to control your selection or maintenance of your insurance policy. You must be a named insured party of the insurance required in this Section 10.1 at all times.
10.2 During the term of this Agreement, you agree to maintain all insurance (including but not limited to bicycle liability insurance) as required by all applicable laws (including but not limited to ordinances) in the Territory. 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.
10.3 You understand and acknowledge that your own insurance policy (e.g., automobile or other liability insurance policy) may not cover liabilities, comprehensive, collisions, medical payments, personal injury protection, uninsured motorists, underinsured motorists, damage to property in your care, custody, and/or control, or other matters in relation to the Delivery 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 Eats JP, to resolve them with your insurer(s).
10.4 During the term of this Agreement, Eats JP may maintain insurance related to your provision of Delivery Services as determined by Eats JP at its reasonable discretion, provided that Eats JP and its Affiliates are not required to provide you with any specific insurance coverage for any loss of your Transportation Method or injury to you. You are advised to promptly notify Eats JP of any accidents that occur while providing Delivery Services and to cooperate and provide all necessary information related thereto.
11.1 By You. You hereby represent and warrant, during the term of this Agreement, 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; © you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, notifications, registrations, and other governmental authorisations necessary to provide (i) Delivery Services using the Transportation Method pursuant to this Agreement, and (ii) delivery services to third parties in the Territory generally; (d) you will comply with the Community Guidelines (to the extent applicable); (e) you have the right to engage in providing Delivery Services in Japan and, if applicable, you hold valid status of residence and that your provision of Delivery Services shall not breach any condition which is related to your status of residence (in the event of such breach, that you shall notify Eats JP immediately in writing); and (f) the account name that you registered on the Provider App matches your name on documents issued by the Japanese public authorities with respect to you. If you are not a Japanese national, the representations and warranties in (e) above shall include the fact that you have status of residence that qualifies you to provide Delivery Services or permission to engage in activities other than those permitted under your previously granted residence status (sikakugai-shurokyoka (資格外就労許可)). If you are not a Japanese national and there are legal restrictions on the range and time you can provide Delivery Services, you must comply with these restrictions. If you can provide Delivery Services due to having obtained permission to engage in activities other than those permitted under your previously granted residence status, (sikakugai-shurokyoka (資格外就労許可)) and there is a legal limit on the amount of time that you can perform such services (i.e., “up to 28 hours a week”), you hereby represent and warrant that you will only provide services for 28 hours a week or less, which shall include both hours spent providing Delivery Services on the Provider App and other apps or for other public and private institutions (other than Eats JP) unless you have obtained a separate permit from the Immigration Service Agency of Japan or other related authorities, or are operating in compliance with the law under separate conditions provided by the Immigration Service Agency of Japan or other related authorities.
11.2 Elimination of Anti-Social Forces. You declare you are not, and you are not involved in any transactions with, Anti-Social Forces (as defined below). You shall not engage in any transactions with Anti-Social Forces including criminal and extremist elements. If you have unknowingly dealt with Anti-Social Forces, Eats JP and Uber may terminate this Agreement immediately without any liability. Anti-Social Forces means persons or entities which fall under any of the following items: an organized crime group, a member of an organized crime group, a related company or association of an organized crime group, and any other person equivalent to those above; or a person who themselves or through the use of third parties conducts a demand with violence, an unreasonable demand beyond their legal entitlement, uses intimidating words or actions, damages the credit or obstructs the business of an other party by spreading false rumours or by the use of fraud, or any other actions equivalent to those above. For the purpose of blocking any transactions with Anti-Social Forces, notwithstanding other sections, including but not limited to Section 8 (Confidentiality) and Section 9 (Privacy) in this agreement, you acknowledge and agree that Uber and Eats JP may disclose, share, or make available any of your information to a third party in the event that (i) it is required by laws and regulations, (ii) it is required by a government, (iii) it is required by a contract with a third party and (iv) any other event where Uber and Eats JP consider necessary at their sole discretion.
11.3 Disclaimer of Warranties. UBER PROVIDES, AND YOU ACCEPT, THE PROVIDER APP ON AN “AS IS” AND “AS AVAILABLE” BASIS. UBER DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE PROVIDER APP: (A) WILL BE UNINTERRUPTED OR ERROR-FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR DELIVERY SERVICES FROM EATS JP. EATS JP AND ITS AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF USERS OR DELIVERY RECIPIENTS, AND EATS JP AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS OR DELIVERY RECIPIENTS. BY USING THE PROVIDER 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 PROVIDER APP AND PROVISION OF DELIVERY SERVICES. EATS JP AND ITS AFFILIATES DO NOT REPRESENT, WARRANT, OR GUARANTEE THE SAFETY OF ANY ITEMS PROVIDED TO YOU FOR DELIVERY SERVICES. EATS JP AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER, ANY DELIVERY RECIPIENT, OR OTHER THIRD PARTY.
11.4 No Service Guarantee. UBER AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE PROVIDER APP. YOU ACKNOWLEDGE AND AGREE THAT THE PROVIDER APP MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO MAINTENANCE OR NETWORK FAILURE). FURTHER, THE PROVIDER APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND EATS JP AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES, OR LOSSES RESULTING FROM SUCH PROBLEMS.
Indemnification. You shall indemnify, defend (at Eats JP’s or Uber’s option), and hold harmless Uber, Eats JP, and their Affiliates, as well as 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 (whichever applicable) arising out of or in relation to: (a) your breach of your representations, warranties, or obligations under this Agreement; or (b) a claim by a third party (including Users, Delivery Recipients, regulators, and governmental authorities) directly or indirectly related to your provision of Delivery Services or use of the Provider App. Uber may seek reimbursement from you for any damages suffered by Uber (including but not limited to refunds provided by Eats JP to Users) caused by your actions or omissions in providing Delivery Services in an unsatisfactory manner.
Limits of Liability. UBER, EATS JP, AND/OR THEIR AFFILIATES SHALL NOT BE LIABLE UNDER OR IN RELATION 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 PARTY’S PROPERTY DAMAGE OR LOSS, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE. WHERE UBER, EATS JP, AND/OR THEIR AFFILIATES MAY BE HELD LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, IN NO EVENT SHALL THE LIABILITY OF UBER, EATS JP, OR THEIR AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF DELIVERY FEES ACTUALLY PAID TO OR DUE TO YOU HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
Term and Termination
14.1 Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein. The terms and conditions provided under this Agreement, including but not limited to the name of the consignor (Eats JP), the date of consignment, the details of delivery, the date of implementation of delivery, the manner of displaying the Upfront Price (tax-inclusive) and the payment date of the Delivery Fees, shall uniformly apply to individual delivery service agreement during the term of this Agreement.
14.2 Termination and Suspension
(1) Either party may terminate this Agreement in its entirety without cause at any time upon thirty (30) days prior written notice of termination to the other party. For the avoidance of doubt, you are under no obligation to use the Provider App. If you choose to stop using the Provider App, you may do so at any time without needing to provide us with notice thereof.
(2) Uber, Eats JP, and/or their Affiliates may, temporarily suspend your account on the Provider App and/or take any reasonable action with notification clarifying that it’s a temporary measure if: (i) Eats JP determines, at its sole discretion, that you commit a breach of this Agreement; (ii) any act or omission by you, in Uber’s reasonable judgement, constitutes a violation of the Community Guidelines or has the potential to cause adverse publicity, media attention, regulatory scrutiny, or other issues that could detrimentally impact the reputation, good name, or brand of Uber Eats, Uber, or any of their Affiliates, including matters of food safety and public safety; (iii) Eats JP determines, at its sole discretion, that any act or omission by you may result in you obtaining compensation in an improper manner by means of the usage or various functions described in the Delivery Partner Guide;
(iv) In the event of a request from law enforcement, health authorities, or other regulatory agencies, or where the temporary suspension is considered to be required for related investigations; or (v) there is any other event corresponding to any of the items above.
(3) Uber, Eats JP, and/or their Affiliates may immediately terminate this Agreement and/or your account on the Provider App if: (i) you no longer qualify, under applicable law or the terms of this Agreement, to provide Delivery Services or to operate your Transportation Method; (ii) Eats JP determines, at its sole discretion, that you commit a material breach of this Agreement; (iii) any act or omission by you, in Uber’s reasonable judgement, constitutes a violation of the Community Guidelines or has the potential to cause adverse publicity, media attention, regulatory scrutiny, or other issues that could have a material adverse effect on the reputation, good name, or brand of Uber Eats, Uber, or any of their Affiliates, including matters of food safety and public safety; (iv) Eats JP determines, at its sole discretion, that any act or omission by you may result in you obtaining compensation in an improper manner by means of the usage or various functions described in the Delivery Partner Guide; (v) suspension of payment, filing of a petition for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, or other similar insolvency proceedings has occurred with respect to you and there will be a serious impediment to the performance of your duties; (vi) attachment, provisional attachment, provisional disposition, preservative attachment, disposition of tax delinquency, compulsory enforcement, or public auction has been brought against you and there will be a serious impediment to the performance of your duties; or (vii) there is any other event that is considered necessary to immediately terminate this Agreement and/or your account on the Provider App due to reasons attributable to you. (4) Once your account on the Provider App has been suspended, you will no longer be able to receive requests for Delivery Services. You may contact Uber in order to re-activate your account on the Provider App which, for the avoidance of doubt, may be accepted or rejected by Uber or Eats JP at their sole discretion.
14.3 Effect of Termination. Upon termination of the Agreement, you shall immediately delete and fully remove the Provider App from any of Your Devices. Outstanding payment obligations and Sections 1, 2.4.2, 4.5 (excluding third and forth sentences), 4.6 (excluding third paragraph), 7.3, 8, 9, 11, 12, 13, 14.3, 15 and 16 shall survive the termination of this Agreement.
15.1 Modification. In the event that Uber or Eats JP 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. Uber and Eats JP reserve the right to modify the terms of this Agreement or any information referenced in hyperlinks contained in this Agreement from time to time. You hereby acknowledge and agree that, by downloading, installing, or using the Provider App, and accepting Delivery Service requests from Eats JP, you are bound by any future amendments and additions to information referenced in the hyperlinks contained herein, or documents incorporated herein, including with respect to Delivery Fee Calculations. Continued use of the Provider App or acceptance of Delivery Service requests from Eats JP after any such changes shall constitute your consent to such changes. Eats JP or Uber will provide you with at least fourteen (14) days’ notice in the event of a material change to any clause of this Agreement that will have a material detrimental impact on your rights under this Agreement, provided that in such event you have the right to terminate the Agreement immediately upon (i) receiving notice from Eats JP or Uber; and (ii) providing written notice of such termination to Eats JP.
15.2 Supplemental Terms. Supplemental terms may apply to your use of the Provider App and provision of Delivery 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 between them.
15.3 Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
15.4 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 Uber and/or Eats JP may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time and without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of the business, equity, or assets of Uber and/or Eats JP.
15.5 Entire Agreement. 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.
15.6 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
15.7 Notices. Any notice (including written notice) delivered by Uber or Eats JP to you under this Agreement will be delivered by email to the email address associated with your Provider App account or by posting on the portal available to you on the Provider App. Any notice delivered by you to Uber or Eats JP under this Agreement will be delivered by contacting Eats JP at http://partners.uber.com in the “Contact Us” section or delivering such notice to Eats JP’s Affiliate, Uber Japan KK, 1-9-10 Roppongi, Minato-ku, Tokyo, Japan. Additional Territory-specific notices may be required from time to time.
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