UBER CARSHARE TERMS OF

SERVICE

Last Modified: August 28, 2023

1.1 The Uber Carshare Terms of Service (the “Agreement”) govern your access and use

of the portal and associated services made available by Uber Carshare US LLC, a

Delaware limited liability company (hereinafter referred to as, “Uber Carshare”, “we”

or “us”) and its affiliates, collectively with Uber Carshare, “Uber”), primarily being a

marketplace platform that enables users to share vehicles.

1.2 PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONSTITUTES A LEGAL

AGREEMENT BETWEEN YOU AND UBER CARSHARE. In the Agreement, the

words "including" and "include" mean "including, but not limited to.".

1.3 IMPORTANT: PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS

PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU

AND UBER, INCLUDING THE ARBITRATION AGREEMENT IN SECTION 9

BELOW. THIS AGREEMENT OUTLINES HOW SUCH CLAIMS ARE RESOLVED,

INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE

ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. PLEASE

REVIEW THE ARBITRATION AGREEMENT IN SECTION 9 CAREFULLY, AS IT

REQUIRES YOU TO RESOLVE ALL DISPUTES WITH UBER ON AN INDIVIDUAL

BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING

ARBITRATION. YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT

OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. BY AGREEING TO

THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ

AND UNDERSTOOD ALL OF THESE TERMS OF SERVICE AND HAVE TAKEN

TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

2. SERVICE ACCESS

2.1. Uber Carshare provides an online portal, website, mobile application and associated

technology, devices, and support services that enable and facilitate the sharing of

vehicles (together the “Services”) which together form a peer-to-peer car-sharing

platform that enables third-party vehicle owners to list vehicles they own and are

interested in sharing (“Owners”) and facilitates their connection with third-party

individuals interested in borrowing those vehicles (“Borrowers”, and collectively with

Owners, “Users”).

2.2. You warrant that all information provided by you to us or any of our affiliates, including

without limitation your name, address, email address, and information about your

driving history, is true and correct and is all the information reasonably required in

relation to your use of the Service. At any time when using the Uber Carshare

platform, you must ensure that all information provided by you is current and up to

date.

2.3. When an Owner accepts a Booking (as defined below) from a Borrower, Owner and

Borrower are entering into a contract directly with each other. Uber Carshare is not

and does not become a party to or other direct participant in any contractual

relationship between Owner and Borrower.

2.4. We do not control the condition of any vehicle listed by an Owner on the platform (a

“Vehicle”), the actions of any active User of the platform or the information provided

by you or other Users and included in any profiles or otherwise made available to

you. You are solely responsible for your actions and inactions in relation to your use

of the Service and your interactions with other Users.

2.5. You permit us and our affiliates to verify your identity to confirm that the personal

information you provide to Uber Carshare, including the information you provide in

your identity document as evidence of your identity is true and accurate. You

authorize Uber Carshare to share your personal information with other Users solely

for use in connection with this Agreement.

2.6. Uber Carshare may immediately terminate this Agreement with respect to you, or

generally cease offering or deny access to Uber Carshare or any portion thereof, at

any time for any reason. Termination of this Agreement does not affect any accrued

rights or liabilities up to and including the date of termination.

2.7. YOU ACKNOWLEDGE THAT YOUR ABILITY TO LIST OR OBTAIN THE USE

OF SHARED VEHICLES DOES NOT ESTABLISH UBER CARSHARE OR ITS

AFFILIATES AS A (1) RENTAL CAR COMPANY, (2) A PROVIDER OF

TRANSPORTATION, LOGISTICS OR DELIVERY SERVICES, AN (3)

INSURANCE COMPANY, OR (4) A TRANSPORTATION CARRIER. YOU

ACKNOWLEDGE THAT UBER CARSHARE DOES NOT PROVIDE SHORT OR

LONG-TERM VEHICLE LEASES.

3. ELIGIBILITY CRITERIA; BOOKING LENGTH

3.1. To use the Uber Carshare platform to list Vehicles or borrow Vehicles you must be at

least 21 years old

3.2. Uber Carshare will take reasonable steps to verify any User has a valid, current driver

license that is free of restrictions that would prevent the User from operating a Vehicle

and that any Vehicle that a Owner makes available for sharing is appropriately

registered. However, Uber Carshare does not guarantee the completeness or

correctness of this or any other information that Users provide.

3.3. The minimum period of a Booking including any amendments to that period that are

made and accepted through the Booking System (as defined below) (the “Booking

Period”) is one hour. The maximum Booking Period is 120 days subject to extension.

4. INCORPORATION OF POLICIES; CHANGES TO THIS AGREEMENT

4.1. These terms, the Damage Policy (“Damage Policy”), the Privacy Notice (“Privacy

Notice”), the Fee Schedule (“Fee Schedule”), Vehicle Protection, and the Owner

Guarantee as applicable (collectively the “Policies''), and any referenced terms and

conditions, form your written agreement with Uber Carshare. You may view the

current versions of the Policies via the Uber Carshare Website (“Website”).

4.2. Your access and use of Uber Carshare is also governed by Uber’s

Non-Discrimination Policy and Uber’s Community Guidelines, as well as all other

applicable terms, conditions, policies, limitations and requirements for accessing the

Uber Marketplace Platform. Terms not expressly provided herein are governed by

these policies. If there is any inconsistency between the terms of the Agreement and

the Policies, or any other referenced terms and conditions, the terms of the

Agreement will prevail to the extent of any inconsistency for Uber Carshare Services

only.

4.3. The terms of this Agreement, including the Policies, may be changed at any time by

posting changes on the Website. Your continued access or use of the Service after

receiving notice of changes or updates constitutes your consent to be bound by the

updated Agreement as amended.

4.4. You acknowledge and agree that any of our affiliates may exercise any of our rights

and perform any of our obligations under the Agreement, and our affiliates may

benefit from your observance of or performance under the Agreement.

5. PAYMENT METHODS

5.1. In order to book or list a Vehicle, you will be required to provide a valid payment

method. All Charges (as defined below) and payments will be enabled by Uber

Carshare using the preferred payment method designated in your account, after

which you will receive a receipt. If your primary account payment method is

determined to be expired, invalid or otherwise not able to be charged, you agree that

Uber Carshare may use another available payment method in your account. Uber

Cash and Uber Gift Cards are not accepted as a payment method.

5.2. Refunds. Charges paid by you are ﬁnal and non-refundable, unless otherwise

determined by Uber Carshare and the Owner assessing the Charge. If you have any

requests for cancellations, refunds, or returns, or if you think a correction should be

made to any Charge you incurred, please contact support to initiate such requests

within 30 days after the Charge took place or Uber Carshare will have no further

responsibility and you waive your right to later dispute the amounts charged.

6. PRIVACY & COMMUNICATIONS

6.1. Our collection and use of personal information in connection with the Services is

provided in Uber’s Privacy Notice located here. By entering into this Agreement and

by providing us personal information, you represent to us that you have read the

terms of the Privacy Notice. The terms of the Privacy Notice form part of this

Agreement. The Privacy Notice sets out how we collect, use, store and disclose your

personal information.

6.2. You agree that we, or our affiliates, may provide your name, email address and

telephone number, or other personal information to a User if you have made a

Booking to use their Vehicle or if they have made a Booking to use your Vehicle, so

that they can communicate directly with you in relation to that Booking. You must not

use the contact details of other Users for marketing or any other unauthorized

purpose.

6.3. By linking an Uber account, you electronically agree to accept and receive

communications from Uber Carshare, Owners/Borrowers (as the case may be) or

third parties providing services to Uber Carshare including via email, text message,

calls, in-app communications, and push notifications to the telephone number(s) or

email addresses you provided to Uber. You may also receive communications

generated by automatic telephone dialing systems and/or which will deliver

prerecorded messages sent by or on behalf of Uber Carshare, and/or

Owners/Borrowers (as the case may be), including but not limited to communications

concerning requests placed through your Uber Carshare account on the Services.

Message and data rates may apply. You can learn more about how Uber Carshare

may contact you by reading Uber’s Privacy Notice.

6.4. If you do not wish to receive promotional emails, text messages, or other

communications from Uber Carshare, you may change your notification preferences

by accessing Settings in your account. To opt out of receiving text messages from

Uber Carshare, you must reply “STOP” from the mobile device receiving the

messages. For purposes of clarity, text messages between you and

Owners/Borrowers (as the case may be) are transactional text messages, not

promotional text messages. You acknowledge that opting out of receiving all

communications may impact your use of the Services. Notwithstanding the foregoing,

if we suspect fraud or unlawful activity on your account, Uber Carshare may contact

you using any of the contact information you provided in connection with your

account (including via text or voice-recorded message).

7. INTELLECTUAL PROPERTY

7.1. Subject to the terms and conditions of this Agreement, Uber hereby grants you a

non-exclusive, non-transferable, non-sublicensable, non-assignable royalty-free and

fee-free license, during the term of this Agreement, to use the Uber Carshare mobile

application, the Website, and the Uber Carshare technology that coordinates

instances where a Borrower uses the Service to reserve a Vehicle belonging to an

Owner (a “Booking”), facilitates payments, allows for remote management of the

vehicle (collectively the “Booking System”), for the purpose of accessing our

Services, making valid Bookings, car-sharing with other Users, and tracking

associated payments. Uber, its affiliates and respective licensors reserve all rights not

expressly granted in this Agreement.

7.2. You agree that you will not use Uber or its affiliates’ trademarks, service marks, or

trade dress or any similar names, marks, or trade dress, including, but not limited to

Uber Carshare, aside from use incidental to your use of the Services, without

express, written permission from Uber. This prohibition on using Uber’s Marks

includes, but is not limited to, use in domain names, websites, and social media

accounts. You will not display a ridesharing identifier (e.g., an Uber decal) on your

Vehicle.

7.3. You may not: (i) remove any copyright, trademark or other proprietary notices from

any portion of the Service, the Website, or the Booking System; (ii) reproduce,

modify, prepare derivative works based upon, distribute, license, lease, sell, resell,

transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise

exploit the Services, the Website, or the Booking System except as expressly

permitted by Uber Carshare or it’s affiliate; (iii) decompile, reverse engineer or

disassemble the Website or the Booking System except as may be permitted by

applicable law; (iv) link to, mirror or frame any portion of the Website or the Booking

System; (v) cause or launch any programs or scripts for the purpose of unduly

burdening or hindering the operation and/or functionality of any aspect of the

Services, the Website, or the Booking System; or (vi) attempt to gain unauthorized

access to or impair any aspect of the Services, the Website, or the Booking system,

or any of its related systems or networks.

7.4. You understand and agree that Uber’s User Generated Content Terms apply to your

use of the Services. You warrant that any text, images or other content that would

constitute intellectual property of any nature that you provide to us or our affiliates

does not infringe on the intellectual property rights of any third party. You hereby

grant Uber Carshare a non-exclusive, irrevocable, worldwide, assignable,

royalty-free, sub-licensable, and perpetual license to use any text, images, or other

content that you produce or provide to Uber Carshare subject to protections of

personal information under privacy law and Uber’s Privacy Notice.

8. ASSIGNMENT, WARRANTY, LIMITATION OF LIABILITY, OTHER TERMS

8.1. You may not assign this Agreement without Uber Carshare’s prior written approval.

Uber Carshare may assign this Agreement without your consent to: (i) a subsidiary or

affiliate; (ii) an acquirer of Uber Carshare's equity, business or assets; or (iii) a

successor by business combination. Any purported assignment by you in violation of

this Section shall be void.

8.2. Invalidity of any provision of this Agreement does not affect the rest of this

Agreement. The parties shall replace the invalid or non-binding provision with

provision(s) 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.

8.3. Other than the limited collection agent created pursuant to Sections 17.3 and 23.2 or

where this Agreement expressly states otherwise, this Agreement does not create a

relationship of employment, trust, agency or partnership between the parties.

8.4. We reserve the right, but have no obligation, to monitor or assist the resolution of

disputes between you and other Users.

8.5. WE PROVIDE OUR PLATFORM AND ANY ADDITIONAL PRODUCTS OR

SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR

WARRANTY OF ANY KIND, AND YOUR ACCESS TO OUR PLATFORM IS NOT

GUARANTEED TO RESULT IN ANY VEHICLE SHARING REQUESTS. UBER

CARSHARE EXPLICITLY DISCLAIMS ANY WARRANTIES OF FITNESS FOR A

PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT, AND

ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF

TRADE. WE DO NOT WARRANT THAT OUR PLATFORM OR CONTENT WILL BE

ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED,

ALWAYS AVAILABLE, OR ERROR- FREE, THAT THEY WILL MEET YOUR

REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT OUR

TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE

WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES

RESULTING FROM SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED

TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT YOUR

ACCESS TO OUR PLATFORM.

8.6. TO THE EXTENT PERMITTED BY LAW, NEITHER UBER CARSHARE NOR ANY

OF OUR VENDORS, AFFILIATES, PARTNERS, LICENSEES, AGENTS, OR

OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR

OTHERWISE MAKING AVAILABLE UBER CARSHARE WILL BE LIABLE FOR

INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR

CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE,

LOSS OF PRODUCTION, LOSS OF CONTRACT, LOSS OF OR DAMAGE TO

GOODWILL OR REPUTATION, LOSS OF CLAIM, LOST DATA, PERSONAL

INJURY, PROPERTY OR OTHER DAMAGE, LOSSES OR OTHER COSTS

SUFFERED, INCURRED OR PAID BY YOU RELATED TO, IN CONNECTION WITH,

OR OTHERWISE RESULTING FROM ANY USE, INABILITY TO USE, OR DELAY,

REGARDLESS OF THE ACTS, ERRORS, BREACHES, WILLFUL MISCONDUCT,

OMISSIONS, NON-PERFORMANCE, MISREPRESENTATION, TORT, STRICT

LIABILITY, OR NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR

CONCURRENT) OF UBER CARSHARE OR WHOLLY OR PARTLY ATTRIBUTABLE

ANY OF OUR BUSINESS PARTNERS (INCLUDING ANY OF THEIR EMPLOYEES,

DIRECTORS, OFFICERS, AGENTS, REPRESENTATIVES, SUBCONTRACTORS,

OR AFFILIATED COMPANIES) OR ANY CANCELLATIONS, OVERBOOKING,

STRIKE, FORCE MAJEURE, OR ANY OTHER EVENT BEYOND OUR CONTROL,

EVEN IF UBER CARSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES.

8.7. YOU ASSUME EXPOSURE TO AND RISK OF ANY DAMAGE, LOSS, THEFT,

TAMPERING OR DELAY IN YOUR USE OF UBER CARSHARE.

8.8. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO

LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE

EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR

JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF

LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES

OR JURISDICTIONS, UBER’S LIABILITY SHALL BE LIMITED TO THE EXTENT

PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON UBER’S

CHOICE OF LAW PROVISION SET FORTH IN THIS AGREEMENT OR UBER’S

U.S. TERMS OF USE.

8.9. This Agreement shall be governed by and construed in accordance with the laws of

the state in which your dispute arises, without regard to the choice or conflict of law

principles of any jurisdiction, except as may be otherwise provided in the Arbitration

Agreement in Section 9. This Choice of Law provision applies only to the

interpretation of this Agreement, and these provisions shall not be interpreted as

generally extending any state’s law to you if your dispute did not arise in that state.

8.10. Any dispute, claim, or controversy arising out of or relating to incidents or accidents

resulting in personal injury (including but not limited to sexual assault or harassment

claims) that you allege occurred in connection with your use of the Services, whether

before or after the date you agreed to this Agreement, shall be governed by and

construed in accordance with the laws of the state in which the incident or accident

occurred.

8.11. Any dispute, claim or controversy arising out of or relating to this Agreement or the

existence, breach, termination, enforcement, interpretation or validity thereof, shall be

brought exclusively in the state and federal courts of the state in which the dispute,

claim or controversy arose, notwithstanding that other courts may have jurisdiction

over the parties and subject matter, except as may be otherwise provided by the

Arbitration Agreement in Section 9.

8.12. Notwithstanding the foregoing, any dispute, claim, or controversy arising out of or

relating to incidents or accidents resulting in personal injury (including but not limited

to sexual assault or harassment claims) that you allege occurred in connection with

your use of the Services, whether before or after the date you agreed to this

Agreement, shall be brought exclusively in the state or federal courts in the state in

which the incident or accident occurred, notwithstanding that other courts may have

jurisdiction over the parties and subject matter, and except as may be otherwise

provided in the Arbitration Agreement in Section 9, to the extent permitted by law.

8.13. The foregoing Choice of Law and Choice of Forum provisions do not apply to the

Arbitration Agreement in Section 9, and we refer you to Section 9 for the applicable

provisions for such disputes.

9. ARBITRATION AGREEMENT

9.1. By agreeing to this Agreement, you agree that you are required to resolve any claim

that you may have against Uber on an individual basis in arbitration as set forth in this

Arbitration Agreement, and not as a class, collective, coordinated, consolidated,

mass and/or representative action. You and Uber are each waiving your right to a trial

by jury. This Arbitration Agreement will preclude you from bringing any class,

collective, coordinated, consolidated, mass and/or representative action against Uber,

and also preclude you from participating in or recovering relief in any current or future

class, collective, coordinated, consolidated, mass and/or representative action

brought against Uber by someone else—except as provided below in Section 9.2.4.

Thus, the parties agree that the Arbitrator shall not conduct any form of class,

collective, coordinated, consolidated, mass and/or representative arbitration, nor join,

coordinate, or consolidate claims of multiple individuals against Uber in a single

proceeding—except as provided below in Section 9.2.4. For the avoidance of doubt,

except as provided below in Section 9.2.4, this Arbitration Agreement precludes you

from bringing or participating in any kind of class, collective, coordinated,

consolidated, mass and/or representative or other kind of group, multi-plaintiff or joint

action against Uber, other than participating in a classwide, collective, coordinated,

consolidated, mass and/or representative settlement of claims.

9.2. Agreement to Binding Arbitration Between You and Uber.

9.2.1. Covered Disputes: Except as expressly provided below in Section 9.2.3, you

and Uber agree that any dispute, claim, or controversy in any way arising out

of or relating to (i) this Agreement and prior versions of this Agreement, or the

existence, breach, termination, enforcement, interpretation, scope, waiver, or

validity thereof; (ii) your access to or use of the Services at any time; (iii)

incidents or accidents resulting in personal injury to you or anyone else that

you allege occurred in connection with your use of the Services (including, but

not limited to, your use of the Uber Marketplace Platform, the Website, or the

Uber Carshare Owner App), regardless whether the dispute, claim, or

controversy occurred or accrued before or after the date you agreed to this

Agreement, and regardless whether you allege that the personal injury was

experienced by you or anyone else; and (iv) your relationship with Uber, will

be settled by binding individual arbitration between you and Uber, and not in a

court of law. This Arbitration Agreement survives after your relationship with

Uber ends.

9.2.2. Class Action Waiver: Any and all disputes, claims, or controversies between

the parties shall be resolved only in individual arbitration. The parties

expressly waive the right to have any dispute, claim, or controversy brought,

heard, administered, resolved, or arbitrated as a class, collective, coordinated,

consolidated, and/or representative action, and neither an arbitrator nor an

arbitration provider shall have any authority to hear, arbitrate, or administer

any class, collective, coordinated, consolidated, and/or representative action,

or to award relief to anyone but the individual in arbitration. The parties also

expressly waive the right to seek, recover, or obtain any non-individual relief.

Notwithstanding anything else in this agreement, this Class Action Waiver

does not prevent you or Uber from participating in a classwide, collective,

and/or representative settlement of claims.

9.2.2.1. The parties further agree that if for any reason a claim does not

proceed in arbitration, this Class Action Waiver shall remain in effect,

and a court may not preside over any action joining, coordinating, or

consolidating the claims of multiple individuals against Uber in a single

proceeding, except that this Class Action Waiver shall not prevent you

or Uber from participating in a classwide, collective, and/or

representative settlement of claims. If there is a final judicial

determination that any portion of this Class Action Waiver is

unenforceable or unlawful for any reason, (i) any class, collective,

coordinated, consolidated, and/or representative claims subject to the

unenforceable or unlawful portion(s) shall proceed in a court of

competent jurisdiction; (ii) the portion of the Class Action Waiver that is

enforceable shall be enforced in arbitration; (iii) the unenforceable or

unlawful portion(s) shall be severed from this Arbitration Agreement;

and (iv) severance of the unenforceable or unlawful portion(s) shall

have no impact whatsoever on the enforceability, applicability, or

validity of the Arbitration Agreement or the arbitrability of any

remaining claims asserted by you or Uber.

9.2.3. Mass Actions:

9.2.3.1. Mass Action Waiver: Any and all disputes, claims, or controversies

between the parties shall be resolved only in individual arbitration. The

parties expressly waive the right to have any dispute, claim, or

controversy brought, heard, administered, resolved, or arbitrated as a

mass action, and neither an arbitrator nor an arbitration provider shall

have any authority to hear, arbitrate, or administer any mass action or

to award relief to anyone but the individual in arbitration—except as

provided below in Section 9.4. The parties also expressly waive the

right to seek, recover, or obtain any non-individual relief. The parties

agree that the definition of a “Mass Action” includes, but is not limited

to, instances in which you or Uber are represented by a law firm or

collection of law firms that has filed 50 or more arbitration demands of

a substantially similar nature against the other party within 180 days of

the arbitration demand filed on your or Uber behalf, and the law firm or

collection of law firms seeks to simultaneously or collectively

administer and/or arbitrate all the arbitration demands in the

aggregate. Notwithstanding anything else in this agreement, this Mass

Action Waiver does not prevent you or Uber from participating in a

mass settlement of claims.

9.2.3.2. Dispute Procedure: Notwithstanding any provision to the contrary in

the applicable arbitration provider’s rules, the arbitrator shall be

empowered to determine whether the party bringing any claim has

filed a Mass Action in violation of the Mass Action Waiver. Either party

shall raise with the arbitrator or arbitration provider such a dispute

within 15 days of its arising. If such a dispute arises before an

arbitrator has been appointed, the parties agree that (i) a panel of

three arbitrators shall be appointed to resolve only disputes

concerning whether the party bringing any claim has filed a Mass

Action in violation of the Mass Action Waiver. Each party shall select

one arbitrator from the arbitration provider’s roster to serve as a

neutral arbitrator, and these arbitrators shall appoint a third neutral

arbitrator. If the parties’ arbitrators cannot agree on a third arbitrator,

the arbitration provider will select the third arbitrator; (ii) Uber shall pay

any administrative fees or costs incidental to the appointment of

Arbitrators under this provision, as well as any fees or costs that would

not be incurred in a court proceeding, such as payment of the fees of

the arbitrators, as well as room rental; (iii) the arbitrators shall issue a

written decision with findings of fact and conclusions of law; and (iv)

any further arbitration proceedings or assessment of arbitration-related

fees shall be stayed pending the arbitrators’ resolution of the parties’

dispute. If the arbitrator or panel of arbitrators determines that you

have violated the Mass Action Waiver, the parties shall have the

opportunity to opt out of arbitration within 30 days of the arbitrator’s or

panel of arbitrator’s decision. You may opt out of arbitration by

providing written notice of your intention to opt out to the arbitration

provider and to Uber Technologies, Inc., Attn: Legal Department, 1515

3rd Street, San Francisco, CA 94158 via USPS Priority Mail or hand

delivery. This written notice must be signed by you, and not any

attorney, agent, or other representative of yours. Uber may opt out of

arbitration by sending written notice of its intention to opt out to the

arbitration provider and to you or your attorney, agent, or

representative if you are represented. For the avoidance of doubt, the

ability to opt out of arbitration described in this Section only applies if

the arbitrator or panel of arbitrators determines that you have violated

the Mass Action Waiver. If the parties proceed with arbitration, the

parties agree that arbitrations will be batched as provided in Section

9.4 below.

9.2.4. Batching:

9.2.4.1. To increase efficiency of resolution in the event a Mass Action is filed

and neither party exercises its right to opt out of arbitration pursuant to

Section 9.3.2 above, the following procedure shall apply. At the

request of either party, an arbitrator shall be selected according to the

applicable arbitration provider’s rules to act as a special master

(“Special Master”) to resolve threshold disputes regarding the propriety

of some or all the arbitration demands submitted in the Mass Action

(“Mass Arbitration Demands”). These threshold disputes may include,

but are not limited to:

9.2.4.2. Any dispute regarding filing fees owed with respect to the Mass

Arbitration Demands, including whether claimants have submitted

valid fee waivers;

9.2.4.3. Any dispute regarding whether the applicable arbitration provider has

complied with the Arbitration Agreement with respect to processing

and administering the Mass Arbitration Demands;

9.2.4.4. Any dispute regarding whether the Mass Arbitration Demands meet

the requirements set forth in Section 9.2.9 below;

9.2.4.5. Whether claimants are barred from proceeding with their claims based

on a prior settlement agreement, violation of this Agreement, or

expiration of the statute of limitations;

9.2.4.6. Any dispute relating to representation of the same claimant by multiple

law firms;

9.2.4.7. Any dispute regarding whether the Mass Arbitration Demands were

filed with the correct arbitration provider;

9.2.4.8. Any dispute regarding discovery common to all claims; and

9.2.4.9. Any disputes regarding legal or factual issues common to all claims.

9.2.4.10. Any such request shall be made within 15 days following the expiration

of the opt-out period described in Section 9.3.2, and may be made by

providing written notice to the arbitration provider. Upon the request of

either party to appoint a Special Master to resolve the foregoing

issues, the applicable arbitration provider shall refrain from further

processing any of the Mass Arbitration Demands to which a dispute

has been raised. No further payment for filing fees, administrative

costs, or arbitrator fees shall be deemed due with respect to any of the

Mass Arbitration Demands as to which a dispute has been raised until

after the dispute(s) has/have been resolved by the Special Master.

Uber shall be responsible for the applicable arbitration provider’s and

Special Master’s fees and costs related to the proceedings before the

Special Master.

9.2.4.11. A Special Master appointed pursuant to this procedure shall have no

authority to consolidate cases.

9.2.4.12. After proceedings before the Special Master have concluded, to the

extent any of the Mass Arbitration Demands are permitted to proceed,

the parties shall group the Mass Arbitration Demands into batches of

no more than 100 demands per batch by state of residence, and then

alphabetically by last name (plus, to the extent there are less than 100

arbitration demands left over after the batching described above, a

final batch consisting of the remaining demands), and shall inform the

arbitration provider of the batches and their compositions within 14

days of the conclusion of proceedings before the Special Master. The

arbitration provider shall treat each batch of claims as one case, with

each case having one demand for arbitration, one appointed arbitrator,

and one set of administrative documents and administrative and filing

fees per batch. The parties shall randomly assign sequential numbers

to each batch, and only one batch shall proceed to arbitration at a time

in the order of the random sequential numbers. A separate arbitrator

will be appointed to, and administrative and filing fees assessed for,

each batch as the batch proceeds to arbitration. You agree to

cooperate in good faith with Uber and the arbitration provider to

implement such a batch approach to resolution and fees. Nothing in

this provision shall be construed as limiting the right to object that the

filing or presentation of multiple arbitration demands by or with the

assistance of the same law firm or organization violates any term of

this Agreement.

9.2.4.13. If any Mass Arbitration Demands were originally processed as

individual arbitration demands before this batching procedure was

commenced, further proceedings, including the assessment of further

arbitration filing or administration fees to either party shall be governed

by the procedures set forth in this Section 9.3.

9.2.5. Delegation Clause: Only an arbitrator, and not any federal, state, or local court

or agency, shall have exclusive authority to resolve any dispute arising out of

or relating to the interpretation, applicability, enforceability, or formation of this

Arbitration Agreement, including without limitation any claim that all or any

part of this Arbitration Agreement is void or voidable. An arbitrator shall also

have exclusive authority to resolve all threshold arbitrability issues, including

issues relating to whether the terms of the Agreement are applicable,

unconscionable, or illusory and any defense to arbitration, including without

limitation waiver, delay, laches, or estoppel. However, only a court of

competent jurisdiction, and not an arbitrator, shall have the exclusive authority

to resolve any and all disputes arising out of or relating to the Class Action

Waiver and Mass Action Waiver, including, but not limited to, any claim that all

or part of the Class Action Waiver and/or Mass Action Waiver is

unenforceable, unconscionable, illegal, void, or voidable—except that, as

stated and pursuant to the procedures provided in Section 9.2.3.2, an

arbitrator or panel of arbitrators shall have authority to determine whether the

party bringing any claim has violated the Mass Action Waiver.

9.2.6. Application to Third Parties: This Arbitration Agreement shall be binding upon,

and shall include any claims brought by or against any third parties, including

but not limited to your spouses, heirs, third-party beneficiaries and assigns,

where their underlying claims arise out of or relate to your use of the Services.

To the extent that any third-party beneficiary to this agreement brings claims

against the Parties, those claims shall also be subject to this Arbitration

Agreement.

9.2.7. Exceptions to Arbitration:

9.2.7.1. Notwithstanding the foregoing, this Arbitration Agreement shall not

require arbitration of the following claims: (i) individual claims brought

in small claims court so long as the matter remains in such court and

advances only on an individual basis; (ii) individual claims of sexual

assault or sexual harassment occurring in connection with your use of

the Services; and/or (iii) injunctive or other equitable relief in a court of

competent jurisdiction to prevent the actual or threatened infringement,

misappropriation, or violation of a party’s copyrights, trademarks, trade

secrets, patents, or other intellectual property rights.

9.2.7.2. Such claims may be brought and litigated in a court of competent

jurisdiction by you on an individual basis only. On an individual basis

means that you cannot bring such claims as a class, collective,

coordinated, consolidated, mass and/or representative action against

Uber. For the avoidance of doubt, this precludes you from bringing

claims as or participating in any kind of any class, collective,

coordinated, consolidated, mass and/or representative or other kind of

group, multi-plaintiff or joint action against Uber and no action brought

by you may be consolidated or joined in any fashion with any other

proceeding. Where your claims are brought and litigated to completion

on such an individual basis in a court of competent jurisdiction, Uber

agrees to honor your election.

9.2.7.3. The parties’ agreement not to require arbitration in these limited

instances does not waive the enforceability of this Arbitration

Agreement as to any other provision (including, but not limited to, the

waivers provided for in Section 9.2, which will continue to apply in

court as well as in arbitration), or the enforceability of this Arbitration

Agreement as to any other controversy, claim, or dispute.

9.2.8. Rules and Governing Law:

9.2.8.1. For disputes arising in California, the arbitration will be administered

by ADR Services, Inc. (“ADR”) in accordance with ADR’s Arbitration

Rules (the “ADR Rules”) in effect at the time that the claim is brought,

unless the parties agree otherwise in writing. The ADR Rules are

available at www.adrservices.com or by searching for “ADR Arbitration

Rules” using a service such as www.google.com or www.bing.com.

The arbitration shall be heard by one arbitrator (the “Arbitrator”)

selected in accordance with the ADR Rules.

9.2.8.2. For disputes arising outside of California (or for disputes arising in

California only if ADR cannot or will not administer the arbitration), the

parties shall be required to meet and confer to select a neutral

arbitration provider. Such an arbitration provider shall have operations

in the state in which the dispute arises. If the parties are unable to

mutually agree upon an arbitration provider, then either party may

invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction

appoint an arbitration provider with operations in the state in which the

dispute arises. Any arbitration provider appointed by a court under 9

U.S.C. § 5 shall conduct arbitration solely on an individualized basis as

set forth in this Section 9. Once the parties mutually agree upon a

neutral arbitration provider, or an arbitrator provider is appointed under

9 U.S.C. § 5, the ensuing arbitration shall commence pursuant to the

rules of the designated arbitration provider, except as designated

herein. Once an arbitration provider is agreed upon or appointed, an

Arbitrator shall be appointed. The Arbitrator will be either (1) a retired

judge or (2) an attorney licensed to practice law in the state where the

arbitration is conducted with experience in the law underlying the

dispute. The Arbitrator will be selected by the parties from the

applicable arbitration provider’s roster of arbitrators. If the parties are

unable to agree upon an Arbitrator after a good faith meet and confer

effort, then the applicable arbitration provider will appoint the Arbitrator

in accordance with its rules.

9.2.8.3. Notwithstanding any choice of law or other provision in this

Agreement, the parties agree and acknowledge that this Arbitration

Agreement evidences a transaction involving interstate commerce and

that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will

govern its interpretation and enforcement and proceedings pursuant

thereto. It is the intent of the parties to be bound by the provisions of

the FAA for all purposes, including, but not limited to, interpretation,

implementation, enforcement, and administration of this Arbitration

Agreement, and that the FAA and the applicable arbitration provider’s

rules shall preempt all state laws to the fullest extent permitted by law.

All statutes of limitations that would otherwise be applicable will apply

to any arbitration proceeding. If the FAA and applicable arbitration

provider’s rules are found to not apply to any issue regarding the

interpretation or enforcement of this Arbitration Agreement, then that

issue shall be resolved under the laws of the state where you reside

when you accept this Agreement.

9.2.8.4. Any dispute, claim, or controversy arising out of or relating to incidents

or accidents resulting in personal injury (including but not limited to

sexual assault or harassment claims) that you allege occurred in

connection with your use of the Services, whether before or after the

date you agreed to the Agreement, shall be governed by and

construed in accordance with the laws of the state in which the

incident or accident occurred.

9.2.9. Process:

9.2.9.1. Pre-Arbitration Dispute Resolution and Notification. The parties agree

that good-faith informal efforts to resolve disputes often can result in a

prompt, low-cost, and mutually beneficial outcome. The parties

therefore agree that, before either party demands arbitration against

the other, we will personally meet and confer, via telephone or

videoconference, in a good-faith effort to resolve informally any claim

covered by this Arbitration Agreement. Multiple individuals initiating

claims cannot participate in the same informal telephonic dispute

resolution conference. If you are represented by counsel, your counsel

may participate in the conference, but you shall also fully participate in

the conference. The party initiating the claim must give notice to the

other party in writing of their intent to initiate an informal dispute

resolution conference, which shall occur within 60 days after the other

party receives such notice, unless an extension is mutually agreed

upon by the parties. To notify Uber that you intend to initiate an

informal dispute resolution conference, write to Uber Technologies,

Inc., Attn: Legal Department, 1515 3rd Street, San Francisco, CA

94158, providing your name, the telephone number(s) associated with

your Uber account (if any), the email address(es) associated with your

Uber account, and a description of your claim. Engaging in an informal

dispute resolution conference is a condition precedent that must be

fulfilled before commencing arbitration, and the Arbitrator shall dismiss

any arbitration demand filed before completion of an informal dispute

resolution conference. The statute of limitations and any filing fee

deadlines shall be tolled while the parties engage in the informal

dispute resolution process required by this paragraph.

9.2.10. Initiating Arbitration. In order to initiate arbitration following the conclusion of

the informal dispute resolution process required by this Section, a party must

provide the other party with a written demand for arbitration and file the

demand with the applicable arbitration provider, as determined by Section

9.2.8. A party initiating an arbitration against Uber must send the written

demand for arbitration to Uber Technologies, Inc., LLC, Attn: Legal

Department, 1515 3rd Street, San Francisco, CA 94158, or serve the Demand

on Uber’s registered agent for service of process, c/o Uber Technologies, Inc.

(the name and current contact information for the registered agent in each

state are available online here). Additionally, a party initiating arbitration

against Uber must send an electronic version of the demand for arbitration to

the Arbitration Provider, and must send an electronic version of the as-filed

demand to filed-arbitration-demands@uber.com.

9.2.11. By signing the demand for arbitration, counsel certifies to the best of counsel’s

knowledge, information, and belief, formed after an inquiry reasonable under

the circumstances, that (i) the demand for arbitration is not being presented

for any improper purpose, such as to harass, cause unnecessary delay, or

needlessly increase the cost of dispute resolution; (ii) the claims and other

legal contentions are warranted by existing law or by a nonfrivolous argument

for extending, modifying, or reversing existing law or for establishing new law;

and (iii) the factual contentions have evidentiary support or, if specifically so

identified, will likely have evidentiary support after a reasonable opportunity

for further investigation or discovery. The Arbitrator shall be authorized to

afford any relief or impose any sanctions available under Federal Rule of Civil

Procedure 11 or any applicable state law for either party’s violation of this

requirement.

9.2.12. Location:

9.2.12.1. Unless you and Uber otherwise agree, if you reside in the United

States, the arbitration will be conducted in the county where you

reside. If you do not reside in the United States, the arbitration will be

conducted in the county where the dispute arises. Your right to a

hearing will be determined by the applicable arbitration provider’s

rules. Subject to the applicable arbitration provider’s rules, the

Arbitrator will have the discretion to direct a reasonable exchange of

information by the parties, consistent with the expedited nature of the

arbitration.

9.2.13. Offers of Judgment:

9.2.13.1. At least 10 days before the date set for the arbitration hearing, any

party may serve an offer in writing upon the other party to allow

judgment on specified terms. If the offer is accepted, the offer with

proof of acceptance shall be submitted to the arbitrator, who shall

enter judgment accordingly. If the offer is not accepted prior to the

arbitration hearing or within 30 days after it is made, whichever occurs

first, it shall be deemed withdrawn, and cannot be given in evidence

upon the arbitration. If an offer made by one party is not accepted by

the other party, and the other party fails to obtain a more favorable

award, the other party shall not recover their post-offer costs and shall

pay the offering party’s costs from the time of the offer.

9.2.14. Arbitrator’s Decision:

9.2.14.1. The Arbitrator will render an award within the time frame specified in

the applicable arbitration provider’s rules. Judgment on the arbitration

award may be entered in any court of competent jurisdiction. The

Arbitrator may award declaratory or injunctive relief only in favor of the

claimant and only to the extent necessary to provide relief warranted

by the claimant’s individual claim. An Arbitrator’s decision shall be final

and binding on all parties.

9.2.14.2. The Arbitrator is not bound by decisions reached in separate

arbitrations, and the Arbitrator’s decision shall be binding only upon

the parties to the arbitration that are the subject of the decision.

9.2.14.3. The Arbitrator shall award reasonable costs incurred in the arbitration

to the prevailing party in accordance with the law(s) of the state in

which arbitration is held.

9.2.15. Fees:

9.2.15.1. With the exception of the provisions governing payment of arbitration

costs set forth above, your responsibility to pay any filing,

administrative, and arbitrator fees will be solely as set forth in the

applicable arbitration provider’s rules and shall be up to the amount

you would be required to pay if you filed a claim in court.

9.2.15.2. If you have a gross monthly income of less than 300% of the federal

poverty guidelines, you are entitled to a waiver of arbitration fees and

costs, exclusive of arbitrator fees. If you believe that you meet the

requirements to obtain a fee waiver, and your demand for arbitration

arises outside of California, then you may request a fee waiver only by

submitting to the arbitration provider AO 240, Application to Proceed in

District Court Without Prepaying Fees or Costs (found here), or a

declaration under oath containing all the information required by AO

240; if your demand for arbitration arises in California, then you must

submit a declaration under oath providing your monthly income and

the number of persons in your household.

9.2.15.3. Any and all disputes regarding a party’s obligation to pay any

arbitration fees or costs that arise after an arbitrator is appointed shall

be determined solely by the arbitrator. If such a dispute arises before

an arbitrator has been appointed, and if no Special Master has been

requested by either party pursuant to Section 9.2.4.1 of this

Agreement, the parties agree that (i) the due date for any disputed

fees shall be stayed pending resolution of the parties’ dispute, (ii) a

panel of three arbitrators shall be appointed to resolve the parties’

dispute concerning a party’s obligation to pay fees or costs of

arbitration, (iii) the panel of arbitrators shall be appointed by each party

selecting one arbitrator from the arbitration provider’s roster to serve

as neutral arbitrators, and these arbitrators shall appoint a third neutral

arbitrator. If the parties’ arbitrators cannot agree on a third arbitrator,

the arbitration administrator will select the third arbitrator, (iv) Uber

shall pay any administrative fees or costs incidental to the appointment

of a panel of arbitrators under this provision, as well as any fees or

costs that would not be incurred in a court proceeding, such as

payment of the fees of the arbitrator(s), as well as room rental, and (v)

the arbitrator(s) shall issue a written decision with findings of fact and

conclusions of law. If two or more fee disputes between a claimant and

Uber arise at or around the same time, the disputes may be

consolidated for resolution by a single arbitrator or panel of arbitrators

either at the agreement of the parties or the election of the party

common to all such disputes.

9.2.16. Severability and Survival:

9.2.16.1. If any portion of this Arbitration Agreement is found to be

unenforceable or unlawful for any reason, (i) the unenforceable or

unlawful provision shall be severed from the Agreement; (ii) severance

of the unenforceable or unlawful provision shall have no impact

whatsoever on the remainder of the Arbitration Agreement or the

parties’ ability to compel arbitration of any remaining claims on an

individual basis pursuant to the Arbitration Agreement; and (iii) to the

extent that any claims must therefore proceed on a class, collective,

consolidated, or representative basis, such claims must be litigated in

a civil court of competent jurisdiction and not in arbitration, and the

parties agree that litigation of those claims shall be stayed pending the

outcome of any individual claims in arbitration.

BORROWER TERMS

10. BORROWER GENERAL TERMS; LIABILITY; INDEMNIFICATION

10.1. If you are a Borrower, then in addition to Sections 1 – 9, Sections 10 – 17 apply to

your use of the Services.

10.2. A profile for you will be created using the information that you provide (a “Borrower

Profile). Some information from your Borrower Profile, such as your profile photo, first

name, contact details and reviews, may be made available to other Users if you make

a Booking for their Vehicle. You are responsible for maintaining the currency of your

own Borrower Profile on the Website. You must ensure that any information posted in

your Borrower Profile is correct, complete and not misleading.

10.3. ASSUMPTION OF RISK, RELEASE AND WAIVER OF LIABILITY, AND

INDEMNITY.

10.3.1. IF YOU CHOOSE TO USE THE SERVICES, OR MAKE A BOOKING, YOU

DO SO AT YOUR OWN RISK. WE ARE NOT LIABLE AND YOU WAIVE,

RELEASE, AND FOREVER DISCHARGE US AND ANY OF OUR

AFFILIATES FROM ANY AND ALL CLAIMS, LIABILITIES OF EVERY KIND,

DEMANDS, DAMAGES (INCLUDING WITHOUT LIMITATION, DIRECT,

INDIRECT, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE), LOSSES

AND CAUSES OF ACTION (WHETHER KNOWN, UNKNOWN, ASSERTED,

UNASSERTED, FIXED, CONDITIONAL, OR CONTINGENT), OF ANY KIND

OR NATURE (INCLUDING WITHOUT LIMITATION, THOSE BASED IN

CONTRACT, TORT, STATUTORY, OR OTHER GROUNDS), WHICH YOU

HAVE OR MAY HAVE HAVE IN THE FUTURE, INCLUDING COURT COSTS,

ATTORNEYS’ FEES AND LITIGATION EXPENSES THAT MAY ARISE OUT

OF, OR RESULT FROM THE USE OF THE SERVICES, YOUR

BORROWING OR USE OF A VEHICLE, OR YOUR USE OF ANY CAR SEAT,

ROOF RACK, BICYCLE RACK, OR OTHER EQUIPMENT PROVIDED BY

AN OWNER.

10.3.2. INDEMNITY. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD

HARMLESS UBER CARSHARE AND ANY OF OUR AFFILIATES,

OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS from any and all

claims, demands, losses, liabilities, and expenses (including attorneys' fees),

arising out of or in connection with: (i) your use or reliance on the Uber

Carshare platform or any Services; (ii) your use of Vehicles or your use of any

optional Vehicle features (including, but not limited to, car seats, roof or

bicycle racks); (iii) your violation of any law, rule, or regulation of the United

States or any other country; (iv) your interaction with other Users of the

Services; (v) your breach or violation of this Agreement; (v) Uber Carshare’s

use or reliance on any user content, photographs, or other information you

provide; or (vi) your violation of the rights of any third party.

11. LIABILITY FOR DAMAGE AND LOSS

11.1. If you are a borrower, Vehicle Protection applies to your use of a Vehicle, and forms

part of and is governed by the terms of these Terms of Service. It is not an insurance

policy, but contractually limits your liability for damage to the Vehicle.

11.2. If you Borrow a Vehicle, you must return it to the Owner in the same condition that it

was in at the start of the Booking.

11.3. Subject to the terms of Vehicle Protection that limit your contractual liability,

Borrowers are responsible for all damage to the Vehicle that requires repair or

replacement (excluding Wear and Tear); loss arising from theft of the Vehicle or fire

damage to the Vehicle; towing, storage and recovery charges; fees and charges

relating to the assessment or quantification of the loss or damage; and third party

loss, including any applicable taxes (“Damage and Loss”) that occurs while you have

are deemed to have possession of the Vehicle (regardless of whether you caused

that Damage and Loss) and for related costs and fees as set out in the Damage

Policy and Fee Schedule.

11.4. If you Borrow a Vehicle, you must follow the requirements of the Damage Policy.

Failure to do so may mean that you will be deemed under the Damage Policy to have

caused, and be liable to the Owner and us for, any Damage and Loss or untidiness to

the Vehicle, even if that Damage and Loss or untidiness may have occurred before or

after you took possession of the Vehicle.

11.5. You acknowledge and agree that this system of recording the condition of shared

Vehicles and attributing responsibility for damage is a reasonable and necessary

condition of your participation in the Service. You agree that it is your responsibility to

prove that the Vehicle was not damaged whilst in your possession, and not the

Owner’s or our responsibility to prove that it was damaged whilst in your possession.

11.6. As a Borrower, you agree that any personal automobile insurance you maintain will

be the primary insurance and that any coverage provided through Uber Carshare will

be in excess of your personal automobile insurance.

11.7. Subject to the terms of Vehicle Protection:

11.7.1. If Damage and Loss occurs during a Borrower’s possession of the Vehicle,

then, in respect of each single event where Damage and Loss occurs at the

same address and time (“Event”), the Borrower is liable to the Owner for, and

will be charged:

11.7.1.1. a loss-of-use payment to the Owner for each day that their car is

unavailable, calculated on the basis set out in the Damage Policy; and

11.7.1.2. other losses or expenses related to the accident, for each single

Event.

11.7.2. If Damage and Loss is identified or reported to us in connection with your

possession of the Vehicle, we may charge your payment method for the

amount that we estimate, in good faith, will be sufficient to cover the amount

you must pay if you are responsible for Damage and Loss (“Damage and

Loss Liability”).

11.8. You will receive information regarding auto liability insurance that is provided to you

as part of the Service. To receive the benefit of any applicable coverage available

under the insurance, you must make a claim in accordance with the terms of that

insurance, beginning with providing notice of the incident via the Website.

11.8.1. If your claim under the auto liability insurance policy is approved, you will only

be required to pay the amount of any Damage and Loss Liability for third party

damage not indemnified under the auto liability insurance policy.

11.8.2. If you fail to make a claim under the auto liability insurance policy within three

(3) business days of Damage and Loss being reported to us, then you

authorize us to make a claim in your name.

11.8.3. If your claim under the auto liability insurance policy is denied, we will charge

your payment method for the full amount of your Damage and Loss Liability

amount for third party liability. You will be promptly notified of the details of the

Damage and Loss and the amount to be charged.

11.8.4. If you are required to pay the full amount for your Damage and Loss Liability

and you dispute the Damage and Loss Liability or the amount charged, you

must still pay the amount determined and contact us.

11.9. You may also have protection under your Vehicle Protection Plan (Basic or Premium

Cover) for damage to the Vehicle:

11.9.1. you must make a claim in accordance with the terms of the Vehicle Protection

Plan.

11.9.2. If your claim for protection under Vehicle Protection is approved, you will only

be required to pay the amount of any deductible stipulated in your Vehicle

Protection Plan. The amount of your deductible will be charged to your

payment method.

11.9.3. If the claim under Vehicle Protection is denied, we will charge your payment

method for the full amount of your Damage and Loss Liability amount. You will

be promptly notified of the details of the Damage and Loss and the amount to

be charged.

11.9.4. If you are required to pay the full amount for your Damage and Loss Liability

and you dispute the Damage and Loss Liability or the amount charged, you

must still pay the amount determined and contact us. We will address or

assist you to resolve the dispute. If the dispute is resolved in your favour, we

will return the disputed amount to you.

12. BORROWER ELIGIBILITY AND USE OF VEHICLES

12.1. To use the Services and borrow a Vehicle, you must meet the following driving history

standards:

12.1.1. have no major moving or traffic offenses or violations (including, but not

limited to, offenses related to driving without a valid license) in the last three

years; and

12.1.2. have no more than three minor moving offenses or accidents in the last three

years; and

12.1.3. have no alcohol/drug related driving violations, restrictions, suspensions, or

incidents in the past 7 years; and

12.1.4. hold a valid, permanent drivers license free of restrictions that would prevent

you from operating a Vehicle.

12.1.5. You must inform us immediately if any of your driving history details change

during the course of your use of the Uber Carshare platform, including (but

not limited to) any vehicular accidents that you are involved in.

12.2. At Uber Carshare’s sole discretion, you may be required to submit to a driving record

check prior to borrowing a Vehicle through Uber Carshare. These checks may be

facilitated by third parties. You hereby authorize and instruct Uber Carshare to obtain

these records about you and provide copies of such checks to insurance companies,

relevant regulators and/or other governmental authorities as needed for safety or

other reasons, as described in the Privacy Notice.

12.3. You must: (i) confirm the beginning and end times of any Booking that you make

before you begin using a Vehicle; (ii) only use another User’s Vehicle during the

period for which you have a confirmed Booking; (iii) pay the Booking fee and any fees

set out in the Fee Schedule in connection with your Booking (even if you collect the

Vehicle after the start of the Booking Period, return it before the end of the Booking

Period, or do not use it at all during the Booking Period) (iv) pay the charges set out

in the Fee Schedule if you use the Vehicle outside of the period for which you have

Booked the Vehicle or fail to return the Vehicle and its key to the proper location at

the agreed time.

12.4. Uber Carshare may cancel a Booking at any time for any reason.

12.5. At the start of a Booking Period, and before driving the Vehicle, you must: (i) check

that the fuel gauge shows at least ¼ full (and, if it is not, take a photo of the fuel

gauge and submit it to us by email or through the Website; (ii) follow any instructions

given on the Website or by email; (iii) take photographs that clearly show all exterior

surfaces of the Vehicle (and upload these photos in accordance with the Damage

Policy).

12.6. As a Borrower:

12.6.1. you must not attempt to access a Vehicle without a valid Booking for that

Vehicle; and

12.6.2. You MUST NOT permit any person other than an Authorized Driver, as

defined in the Vehicle Protection Plan, to drive a Vehicle that you have

booked. Allowing unauthorized Users to operate the Vehicle will void your

protection plan and result in you losing access to the Uber Carshare platform.

12.7. You must not operate the Vehicle if your driver license has expired, has been

suspended or is of a class or category that does not permit you to drive the Vehicle.

12.8. You must not tamper or interfere with any digital lockbox device that holds the car

keys, the global positioning system technology and other peripheral equipment

installed in a Vehicle to enable it to participate in the Service (“Lockbox System”)

and must not permit or allow any other person to do so.

12.9. You must not use or allow any other person to operate a Vehicle in any manner

excluded by Section 6 of the Vehicle Protection Plan.

12.10. You agree not to collect or return a Vehicle to or from any airport. You also agree not

to take the Vehicle outside of the United States and Canada.

12.11. You agree not to allow any animals to enter a Vehicle that is not designated

pet-friendly, or carry an animal in a pet-friendly car without an appropriate carrier.

Service animals are exempt from this policy.

12.12. For each Booking you make for a Vehicle equipped with a Lockbox System (an

“Instant Keys Vehicle”), you will be issued with a PIN that enables you to access the

keys from the Lockbox System, or enable you to unlock the Vehicle using your

phone. Throughout the booking period, you must keep the PIN and keys secure and

not allow any person other than an authorized Borrower to access the Vehicle without

Uber Carshare’s written consent.

12.13. USE OF OPTIONAL EQUIPMENT. If you choose to use an optional feature provided

by an Owner (including, but not limited to, a car seat, roof, or bicycle rack), you are

solely responsible for your use of such features. If you choose to use a car seat, you

are responsible for examining the car seat for proper installation and for properly

securing the child in the car seat’s harness straps.

13. ACCIDENTS, THEFT AND BREAKDOWNS

13.1. If you are a Borrower and a Vehicle breaks down or is involved in an accident or is

stolen during your Booking Period, you must follow the reporting, claims processing,

and repair procedure set out in the Damage Policy and this Section.

13.2. You must report any accident or theft to us within 48 hours after the accident or theft

occurs, even if you are not sure whether the Vehicle or other property was damaged.

Reports should be made through the Help Center on the Website. You must also

provide all information reasonably requested concerning the accident or theft within

48 hours of any request, and deliver a correctly completed collision or damage report

form, including any police witness statements or reports, to us within 48 hours after

the accident or theft.

13.3. You agree to assist us in respect of any claim or action brought in respect to any

accident or theft of the Vehicle

13.4. If you become aware of any mechanical fault with the Vehicle, you must as soon as

practicable stop driving, park the Vehicle where safe to do so and contact us or the

24/7 Roadside Assistance service (“Roadside Assistance”). You must not resume

driving the Vehicle unless directed to do so by the Owner of the Vehicle, or the

Roadside Assistance service. If there is a dispute between a Borrower and the Owner

as to whether Damage and Loss was caused by the Borrower’s failure to properly

attend to warning lights or by an underlying mechanical issue, we may (but are not

obliged to) assist with investigating the cause of the issue, and allocate the costs of

such investigation, in accordance with the Damage Policy.

13.5. If a Vehicle suffers a mechanical fault or breakdown while you are driving it, you

must: (i) report it to us by phone and also call the Roadside Assistance provider; and

(ii) wait at a safe location at or near the Vehicle until Roadside Assistance attends the

Vehicle.

13.6. If there is a mechanical issue at the start of a Booking, you must report the issue to

us.

13.7. You must not attempt to jump start the Vehicle or use the Vehicle to jump start any

other vehicle.

13.8. If you require Roadside Assistance due to any accident or other incident, other than a

fault or defect that existed prior to a Booking, you will be responsible for any charges

as set out in the Fee Schedule.

13.9. If the Vehicle needs to be towed, you are responsible for the towing costs if it results

in any damage to the Vehicle or otherwise occurs as a result of your actions during a

Booking. In any case where you travel further than 300 miles from the Vehicle’s

Booking location without the express permission of the Owner and us, in which case

the Borrower will be responsible for the cost of towing, regardless of fault.

13.10. The Borrower is responsible for returning the Vehicle to its Booking location following

any tow.

13.11. Neither we nor the Vehicle’s Owner will provide any compensation or reimbursement

for costs or losses you incur as a result of a Vehicle being inoperable or unavailable

for any reason.

14. REFUELLING

14.1. If the Vehicle needs fuel during your trip or in order to return the Vehicle with the fuel

tank at least ¼ full, you must pay for the fuel and then seek reimbursement by

uploading or emailing us a valid invoice for the fuel purchase. We will charge the

Owner and pass the reimbursement through to you. If you do not submit a valid

invoice within forty-five days of the date of the fuel purchase, then we will not charge

the Owner and reimburse you.

14.2. You must fill the fuel tank with the fuel specified in the Owner’s instructions. You will

be fully liable to the Owner for the costs of removing wrong fuel from the Vehicle and

any damage caused by using the wrong fuel type.

15. RETURNING THE VEHICLE

15.1. At the end of the Booking Period, you must: (i) return the Vehicle to the same parking

space from which it was collected (if the Vehicle has a dedicated parking space), or to

an unrestricted parking space as close as possible to its specified home location for

Vehicles collected from a public space, and follow any specific parking instructions

given for the Vehicle; (ii) ensure that the fuel tank is at least ¼ full; (iii) ensure that the

Vehicle is no less clean and tidy than when you started the Booking; (iv) close all of

the windows; (v) ensure that all lights and accessories are turned off; (vi) check that

you have removed any of your personal possessions from the Vehicle; (vii) if a

Lockbox is usually located on the Vehicle, put it back in place; (viii) lock the Vehicle

with the key then secure the key in the Lockbox - the Vehicle is not considered to be

returned until and unless the key is also correctly returned; (ix) take photographs that

clearly show all exterior surfaces and the interior of the Vehicle and upload them in

accordance with the Damage Policy; and (x) comply with any other requests or

instructions given by the Owner or Uber Carshare.

15.2. If you use a Vehicle outside of a valid Booking Period, including if you fail to return

the Vehicle and its key within 6 hours after the end of the Booking Period, this will be

taken to be a theft of the Vehicle and we or the Owner may: (i) report the Vehicle as

being stolen; and/or (ii) take steps to locate, recover and repossess the Vehicle, or

engage a third party to recover the Vehicle, without further notice to you.

16. LIABILITY FOR PARKING, DRIVING OFFENSES AND TOLLS

16.1. As a Borrower, you assume liability for any traffic, motor vehicle, or parking offenses

in relation to an incident occurring during a time which you have possession of a

Vehicle, or as a result of your failure to leave the Vehicle in a legal, unrestricted

parking space at the end of a Booking Period. You are responsible to the Owner for

payment of any fines or fees and any points will accrue to your driver license.

16.2. You must pay, for the benefit of the Owner, any fines, fees, or costs that you are

responsible for in full on or before the date that payment is due. If we, our affiliates,

the Owner or the Owner’s authorized representative receives an citation or other

information related to an offense that you are responsible for, then: (i) we, our

affiliates, the Owner or the Owner’s authorized representative may inform the

relevant agency that you were the driver of the Vehicle at the time of the offense and

the agency may then may assign liability to the offense or amount owed to you; (ii)

you consent to us and our affiliates providing your personal information to the Owner

or their authorized representative for the purpose of informing the relevant agency, or

providing your personal information directly to the relevant agency; and (iii) we may

charge you an administration fee for each citation received, in accordance with the

Fee Schedule.

16.3. You will be responsible to the Owner for the full cost of recovery and any damage to

the Vehicle should the Vehicle be damaged, seized, towed or impounded while in

your possession or as a result of your failure to leave the Vehicle in a legal,

unrestricted parking space at the end of a Booking Period. These costs will be

charged in addition to any additional late fees and/or extended Booking fees resulting

from a late return of the Vehicle.

16.4. If the Vehicle is found illegally parked, apparently abandoned or is used or obtained

as prohibited under this Agreement, we may, after making reasonable attempts to

contact you, recover the Vehicle or engage a third party to recover the Vehicle. To the

extent permitted by law, you waive any right to any hearing or to receive any notice or

legal process as a precondition of our recovering the Vehicle. Nothing in this Section

is intended to limit an Owner’s legal rights against a Borrower. You must pay to us

immediately on demand any costs reasonably incurred in recovering a Vehicle.

16.5. You will be liable for payment of any amount charged by the operator of a toll road

(“Toll”), including any penalties, fees or other amounts charged in relation to the late

payment of a Toll, incurred in relation to the use of a Vehicle during the period for

which you have use of that Vehicle.

17. FEES, COSTS AND PAYMENTS

17.1. You agree to pay: (i) any fee applicable to the services that you have selected or any

additional fees, charges, and penalties, including any cancellation fees, in

accordance with the Fee Schedule and the Policies; (ii) all taxes on any of the

amounts payable under this Agreement (“Charges”). Such Charges will be owed

directly to Owners and UTI will collect payment of those charges from you, on the

Owner’s behalf as their limited payment collection agent (pursuant to Section 23.2)

(“Owner Payments''), and payment of the Charges shall be considered the same as

payment made directly by you to Owner. There also may be certain Charges you

incur that will be owed and paid directly to Uber Carshare or its affiliates. Uber

reserves the right to establish or adjust Charges at any time. Uber will use

reasonable efforts to inform you of Charges that may apply, provided that you will be

responsible for Charges incurred regardless of your awareness of such Charges or

the amounts thereof.

17.2. To calculate fees and charges, we will use billing information generated or received

by us, which may include: (i) information collected by the Booking System; (ii)

information recorded in photographs of the odometer of a Vehicle; (iii) receipts

submitted to us; and (iv) any other information that is relevant to determining the fees

and charges applicable to your use of the Service.

17.3. You understand and agree that Uber Technologies, Inc. (“UTI”), an affiliate of Uber

Carshare, acts as the Owner’s collection agent for the limited purpose of accepting

and processing Owner Payments from you on behalf of such Owners. At the time

your payment for a Booking or other payment to an Owner becomes due, you

authorize UTI to collect the payment you owe to Owner and process such payment to

Owner in its capacity as limited collection agent of Owner. You understand that your

obligation to pay Owner for the payment is extinguished at the time your payment to

Owner is paid to UTI (in the amount paid by you) as if you had paid Owner directly.

You will be provided a receipt for each payment successfully processed by UTI in its

capacity as limited collection agent of Owner which in all legal respects is provided on

behalf of Owner and legally binding upon Owner. In the event that UTI does not remit

any amounts paid by you through the Uber Carshare Service to Owners, Owners will

have recourse only against Uber Carshare and will not have any recourse directly

against you.

17.4. From time to time, you may be issued with driving credits, which can be used to cover

the cost of time and distance Booking charges. Driving credits cannot be used to pay

for other expenses such as fees, fines, or Damage and Loss Liability. Driving credits

may have an expiry date and are not transferable or redeemable for cash.

17.5. YOU MAY BE REQUIRED TO PAY A TWO DOLLAR POLICE TRAINING

SURCHARGE REQUIRED BY MASSACHUSETTS STATE LAW. UBER CARSHARE

COLLECTS AND REMITS THESE SURCHARGES TO THE STATE OF

MASSACHUSETTS ON BEHALF OF OWNERS.

OWNER TERMS

18. OWNER TERMS: LIABILITY; INDEMNIFICATION

18.1. In addition to Sections 1–9, Sections 18 – 29 apply if you are an Owner who lists their

Vehicle through the Services.

18.2. If you list a Vehicle on the Service for sharing, you acknowledge that you are

engaged in the trade or business of renting motor vehicles.

18.2.1. IF YOU CHOOSE TO USE THE SERVICES, LIST YOUR VEHICLE OR

ACCEPT A BOOKING THROUGH THE SERVICE, YOU DO SO AT YOUR

OWN RISK. WE ARE NOT LIABLE AND YOU WAIVE, RELEASE, AND

FOREVER DISCHARGE US AND ANY OF OUR AFFILIATES FROM ANY

AND ALL CLAIMS, LIABILITIES OF EVERY KIND, DEMANDS, DAMAGES

(INCLUDING WITHOUT LIMITATION,DIRECT, INDIRECT, INCIDENTAL,

CONSEQUENTIAL AND PUNITIVE), LOSSES AND CAUSES OF ACTION

(WHETHER KNOWN, UNKNOWN, ASSERTED, UNASSERTED, FIXED,

CONDITIONAL, OR CONTINGENT), OF ANY KIND OR NATURE

(INCLUDING WITHOUT LIMITATION, THOSE BASED IN CONTRACT, TORT,

STATUTORY, OR OTHER GROUNDS), WHICH YOU HAVE OR MAY HAVE

HAVE IN THE FUTURE, INCLUDING COURT COSTS, ATTORNEYS’ FEES

AND LITIGATION EXPENSES THAT MAY ARISE OUT OF, OR RESULT

FROM THE USE OF THE SERVICES, YOUR LISTING A VEHICLE, THE

USE OF YOUR VEHICLE BY A BORROWER, OR YOUR PROVISION OF

ANY CAR SEAT, ROOF RACK, BICYCLE RACK, OR OTHER EQUIPMENT

PROVIDED BY AN OWNER.

18.2.2. INDEMNITY. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD

HARMLESS UBER CARSHARE AND ANY OF OUR AFFILIATES,

OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS from any and all

claims, demands, losses, liabilities, and expenses (including attorneys' fees),

arising out of or in connection with: (i) your use or reliance on the Uber

Carshare platform or the Services; (ii) your listing of Vehicles through the

Services or your provision of any optional Vehicle features (including, but not

limited to, car seats, roof or bicycle racks); (iii) your violation of any law, rule,

or regulation of the United States or any other country; (iv) your interaction

with other Users of the Services; (v) your breach or violation of this

Agreement; (vi) Uber Carshare’s use or reliance on any user content,

photographs, or other information you provide; or (vii) your violation of the

rights of any third party.

18.2.3. If your Vehicle is unregistered, unroadworthy or does not meet the Vehicle

Eligibility criteria set out in this Agreement at any time when it is made

available for sharing through the Service, you will be liable, and agree to

indemnify and hold us and any Borrowers harmless for any cost, loss,

damage, fines, penalties, claims or liability arising in relation to the use of your

Vehicle.

19. VEHICLE ELIGIBILITY CRITERIA

19.1. A Vehicle that is made available at any time for sharing through the Service must

(unless we agree otherwise): (i) be lawfully registered in any U.S. state or territory

excluding New York; (ii) be covered an insurance policy that meets the state or

territory of registration requirements for automobile insurance; (iii) be in a roadworthy

condition at all times, and be in compliance with all laws and regulations required for

the lawful operation of motor vehicles in the state or territory of registration, including

but not limited to, compliance with safety or emissions inspections in accordance with

any requirements of the department of motor vehicles or other regulator in your state

or territory; (iv) comply with all laws related to the operation or roadworthiness of

personal motor vehicles in the state of registration and Massachusetts; (v) be well

maintained, with maintenance properly scheduled and recorded using the applicable

manufacturer’s maintenance schedule as a guide; (vi) be no more than 15 model

years old; (vi) have been driven fewer than 200,000 miles; (vii) not have been altered

in a way that materially changes the performance, appearance or purpose of the

Vehicle; (viii) not be subject to an open vehicle safety recall as determined by the

National Highway Traffic Safety Administration; (ix) not have been declared a total

loss or have a salvaged or rebuilt title; (x) have seating for a maximum of 8

passengers; (xi) be a private passenger vehicle with four wheels; and (xii) have a

market value less than $50,000 (noting that we may also decline or remove Vehicles

with a lower market value threshold from the Service, or require them to implement

additional security measures, based on our security and risk management

requirements).

19.2. You agree that we and our affiliates may independently verify: (i) your Vehicle’s

registration details; (ii) that your Vehicle meets all of the eligibility requirements set

out in this Agreement; and (iii) if you are not the registered owner of your Vehicle, the

registered owner has given you permission to make your Vehicle available for sharing

through the Service. You are fully responsible for securing the owner’s permission to

list the Vehicle for sharing through the Service and complying with the scope of any

permission granted.

19.3. You may not make a Vehicle available for borrowing from or on the grounds of any

airport.

20. OWNER RESPONSIBILITIES

20.1. As an Owner of a Vehicle that is offered for sharing through Uber Carshare, you

must: (i) ensure that the Vehicle is maintained in accordance with the requirements of

Section 19.1 If Uber Carshare has any concerns about the safety or maintenance of

your car, you may be required to provide proof of maintenance or roadworthiness,

and your Vehicle may be suspended from the Service until acceptable proof is

received; (ii) ensure that the Vehicle is safely operable by any Borrower, and not

place in the Vehicle any modifications, devices, equipment or other items that may

interfere with the safe operation of the Vehicle; (iii) check the amount of engine oil

and coolant in the Vehicle at appropriate intervals and maintain them at the levels

recommended in the Vehicle manufacturer’s specifications; (iv) ensure there is a

serviceable spare tire available at all times along with the necessary tools to change

the wheel (unless the Vehicle is fitted with runflat tires); (v) maintain the correct

registration for the Vehicle and comply with any laws or regulations applicable to your

listing of a Vehicle to borrow on the Uber Carshare platform; (vi) park your Vehicle in

a publicly accessible, legal parking space at all times when it is made available for

sharing; (vii) follow any direction given by us or our affiliates in relation to sharing

your Vehicle that, in our reasonable view, is necessary to avoid harm to our

reputation and brand; (viii) ensure that the fuel tank is more than 1/4 full at the start of

any Booking Period; (ix) ensure that the Vehicle is clean at the start of each Booking

Period, and not smoke in the Vehicle; (x) ensure that the Lockbox System is

accessible by Borrowers at all times when it is made available for sharing, (xi) ensure

that any dashcams or other recording or tracking devices are operated in accordance

with any applicable laws and that their presence is clearly notified to Borrowers in the

Vehicle’s public description; (xii) ensure that at all times during a Booking Period the

Vehicle’s government issued registration document and insurance documents that

demonstrate the Vehicle is in-compliance with the laws of the state or territory of

registration are available in the Vehicle.

20.2. You must be contactable by phone or email and able to respond to questions at all

times during a Booking Period. If you will not be contactable during a Booking Period,

then you must: (i) provide us with the mobile phone number and email address of a

person who is responsible for and has your explicit permission to manage your

Vehicle (your nominated representative); or (ii) ensure that your Vehicle is not made

available for sharing during that time.

20.3. If you accept these terms on behalf of a business, you represent and warrant that you

are authorized to enter into contracts for and bind your business, and that each such

business entity is in good standing under the laws of the place where it is established.

If you perform other functions, including listing Vehicles, using the Services, you

represent and warrant that you are authorized to perform those functions. You are

fully responsible and liable for the accuracy of any information you provide.

20.4. REQUIREMENTS FOR OPTIONAL EQUIPMENT. When you list a Vehicle through

the Service, you represent and warrant that your Vehicle and any equipment or

optional features you choose to provide (including, but not limited to, any car seats,

roof racks, or bicycle racks) are in good working order, are not expired, are properly

installed in accordance with manufacturer’s instructions, and are free from any known

defect.

21. VEHICLE PROFILES

21.1. You will be required to maintain a Vehicle Profile (“Vehicle Profile”) for any Vehicle

that you have listed on the Service. This information will be available to other Users.

21.2. You will be able to provide special instructions to Borrowers concerning access to, or

the operation of, the Vehicle. This information may be made available on the Website,

or communicated to Borrowers by in-app message, email or SMS prior to the start of

a Booking Period.

22. ACCEPTANCE AND CANCELLATION OF BOOKINGS

22.1. You must: (i) review the availability schedule for your Vehicle regularly; (ii) ensure that

your Vehicle is available at the times and locations for which it has been Booked and

ensure that the Lockbox System containing the Vehicle key is accessible by

Borrowers; and (iii) pay the charges set out in the Fee Schedule if your Vehicle is not

available to any Borrower who has made a Booking for its use.

22.2. All Bookings are automatically confirmed if the Vehicle is shown as available in the

availability schedule.

22.3. If you cancel a Borrower’s Booking, you will incur a fee as set out in the Fee

Schedule.

23. FEES AND EARNINGS

23.1. With respect to the earnings generated from your Vehicle: (i) All amounts quoted and

charged or paid are in U.S. Dollars unless otherwise indicated; (ii) You may set the

time rates for the use of your Vehicle, the distance rates will be established by Uber

Carshare based on your Vehicle’s characteristics; (iii) We will pass through to you

time and distance fees that Borrowers owe to you for using your Vehicle. However,

we will retain a service fee from those changes in connection with supplying the

Service to you; (iv) The portion that we pass through to you will be determined by

Uber Carshare and clearly communicated to you; (v) We may set off any amounts

that you owe in connection with this Owner Agreement against amounts that we owe

to you; (vi) If your Vehicle is unregistered or unroadworthy, not fit for purpose or does

not match the Vehicle Profile at any time when it is made available for sharing

through the Service, we may refund any amounts paid by the Borrower to you on

your behalf and charge you for lost fees from Bookings that are cancelled or refunded

as a result; (vii) We will not be required to make any payment to you until we have

first received payment of those amounts from the User or Users who incurred fees or

charges in relation to the use of your Vehicle during the relevant billing period; (viii)

We will make any payments owing to you to the bank account that you nominate in

your account via the Website; (ix) We will issue invoices to Users on your behalf for

amounts owing to you. You must provide us with all information requested so we can

prepare the invoice.

23.2. Limited payment collection agent. As an Owner, you appoint Uber Technologies,

Inc. (“UTI”), an affiliate of Uber Carshare, as a limited payment collection agent for

the purposes of collecting Owner Payments from Borrowers through the Service, and

UTI accepts such appointment. UTI will process the Owner Payments on your behalf

through the Service, and the Owner Payments will be deemed to have been made to

you when the Owner Payments are successfully processed and received by UTI as if

such payments had been paid to you directly by Borrowers, extinguishing the

Borrower’s payment obligation to you (in the amount paid by the Borrower). You also

appoint Uber Carshare as your limited agent for the purpose of collecting settlement

funds for Owner Payments due from UTI (“Settlement Funds''). Remittance of

Settlement Funds from UTI to Uber Carshare will be deemed to have been made to

you as if such Settlement Funds had been paid to you directly by UTI, extinguishing

UTI’s payment obligation to you (in the amount remitted by UTI to Uber Carshare. For

the avoidance of doubt, you shall have no recourse against any Borrower for

non-payment of successfully processed and received payments by UTI. Your only

recourse for non-payment of a successfully processed payment is against Uber

Carshare. You are responsible for providing accurate bank account information and

any other identifying information necessary to Uber Carshare so that Uber Carshare

can further remit your funds to an account of your choosing.

23.3. Uber Carshare has the right to disclose its status as your limited payment collection

agent to the public as necessary. You authorize UTI to provide receipts to Borrowers

for successfully processed Owner Payments. You acknowledge that all receipts

provided by UTI through the Service to Borrowers are in all legal respects provided

on your behalf and binding upon you. You acknowledge that UTI and Uber Carshare

shall be held out to Borrowers as your limited payment collection agents.

23.4. You also agree that any payments owed to you may be used to satisfy a court order

of garnishment against you; to reimburse us for any erroneous overpayment to you,

or may, in our in our good faith discretion, be adjusted for reasons such as fraud or

your failure to comply with the terms of this Agreement.

23.5. You agree to pay any fee applicable to the services that you have selected or any

additional fees, charges, and penalties, including any fuel charges, and cancellation

fees, in accordance with the Fee Schedule and the Policies.

24. LOCKBOX SYSTEM

24.1. If your Vehicle is an Instant Keys Vehicle, we will send the Lockbox System to you to

install in your Vehicle. Any Lockbox System provided to you will remain our property

at all times.

24.2. You must not, and must not permit or allow any other person to tamper with, interfere

with, or remove any part of the Lockbox System that has been installed in your

Vehicle or any other User’s Vehicle by or on behalf of us.

24.3. You must inform us immediately if any part of the Lockbox System is lost, stolen,

damaged or not working properly.

24.4. If any part of the Lockbox