Customer entered into a Services Agreement with Uber B.V ...

UBER B.V.

CLEAN AIR ADDENDUM TO SERVICES AGREEMENT

UNITED KINGDOM

Last update: 16 January 2019

Customer entered into a Services Agreement with Uber B.V. in connection with Customer's Transportation Services (the "Agreement"). This is an addendum to the Agreement and sets out additional terms and conditions for the introduction of the Clean Air Plan. Capitalized terms used in this addendum but not defined will have the meanings given to them in the Agreement.

By clicking "I agree", Customer agrees to be bound by the additional terms below.

A. Amendments to the Agreement

(1) Definitions

The following definitions shall be added to section 1 of the Agreement in the appropriate place (and the other definitions' section numbers renumbered accordingly):

""Clean Air Fee" means the amount (if any) specified as such in respect of the relevant Transportation Services at cities for the applicable Territory."

""Clean Air Plan " means the "Clean Air Plan" initiative which aims to help improve air quality in London through a number of measures. One element of the Clean Air Plan is to encourage the use of fully electric vehicles by providing qualifying Customers with financial assistance towards their purchase or rental of a new Eligible EV.

""Eligible EV" means any fully electric vehicle listed at t.vehiclelist.

""First Phase of the Clean Air Plan" means any point(s) during the term of the Clean Air Plan when the relevant Driver is using a vehicle that is not an Eligible EV to provide Transportation Services in London that are booked via the Driver App."

""Initial EV Driver" means a Driver who uses an Eligible EV to provide Transportation Services that are booked via the Driver App as at 16 January 2019, being the start date of the Clean Air Plan."

""Second Phase of the Clean Air Plan" means any point(s) during the term of the Clean Air Plan when the relevant Driver is using a vehicle that is an Eligible EV to provide Transportation Services in London that are booked via the Driver App (except where the Driver is an Initial EV Driver and Uber B.V. has agreed that it can enter the First Phase of the Clean Air Plan in accordance with and subject to the terms of the Clean Air Plan)."

(2) Financial Terms.

(a) Section 4.1 of the Agreement shall be deleted in its entirety and replaced with the following language (new wording underlined):

"4.1 Fare Calculation and Customer Payment.

4.1.1 4.1.2

Customer is entitled to charge a fare for each instance of completed Transportation Services provided to a User that are obtained via the Uber Services (the "Fare"). Subject to clause 4.1.2, the Fare is calculated based upon a base fare amount plus distance (as determined by Uber using location-based services enabled through the Device) and/or time amounts plus the Clean Air Fee (if applicable for the Customer's Territory), each as detailed at cities for the applicable Territory (the "Fare Calculation") . Customer is also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Transportation Services, if applicable. Customer: (i) appoints Uber as Customer's limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by Customer, applicable taxes and fees from the User on behalf of the Customer via the payment processing functionality facilitated by the Uber Services; and (ii) agrees that payment made by User to Uber shall be considered the same as payment made directly by User to Customer.

The parties acknowledge and agree that as between Customer and Uber, the Fare Calculation results in a recommended amount, and the primary purpose of such recommended Fare is to act as the default amount in the event Customer does not negotiate a different amount. Customer shall always have the right to: (i) charge a Fare that is less than the recommended Fare; or (ii) negotiate, at Customer's request, a Fare that is lower than the recommended Fare (each of (i) and (ii) herein, a "Negotiated Fare"). Uber shall consider all such requests from Customer in good faith. Uber agrees to remit to Customer on at least a weekly basis: (a) the Fare less the applicable Service Fee; (b) the Tolls; and (c) depending on the region, certain taxes and ancillary fees. If Customer has separately agreed, other amounts may be deducted from the Fare prior to remittance to Customer (e.g., vehicle financing payments, lease payments, mobile device usage charges, etc.), the order of those deductions from the Fare to be determined exclusively by Uber. Notwithstanding anything to the contrary in this Section 4.1, if Customer is providing Taxi Services, the following shall apply: (x) the Fare is calculated pursuant to local taxi regulations in the Territory; (y) Customer or Driver agrees to enter the exact Fare amount (as indicated by the official taxi meter in the Vehicle) into the Driver App upon completion of an instance of Transportation Services; and (z) in some jurisdictions, Users will pay such Customer or Driver directly rather than through Uber's mobile application (Uber will notify Customer if (z) is applicable in its Territory)."

(b) Section 4.4 of the Agreement shall be deleted in its entirety and replaced with the following language (new wording underlined):

"4.4 Service Fee. In consideration of Uber's provision of the Uber Services, Customer agrees to pay Uber a service fee (the "Service Fee" ) on a per Transportation Services transaction basis calculated on one of two bases, depending on whether the Driver providing the particular Transportation Services is in the First Phase or the Second Phase of the Clean Air Plan:

4.4.1

If the relevant Driver is in the First Phase of the Clean Air Plan, the Service Fee shall be calculated as: (i) a percentage of the amount resulting from deducting the Clean Air Fee (if applicable) from the recommended Fare (regardless of any Negotiated Fare), such percentage being as provided to Customer via email or otherwise made available electronically by Uber from time to time for the applicable Territory; plus (ii) an amount equal to the Clean Air Fee (if applicable for the Customer's Territory).

4.4.2

If the relevant Driver is in the Second Phase of the Clean Air Plan, the Service Fee shall be calculated as a percentage of the recommended Fare (regardless of any Negotiated Fare), such percentage being as provided to Customer via email or otherwise made available electronically by Uber from time to time for the applicable Territory.

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Unless regulations applicable to Customer's Territory require otherwise, taxes will be calculated and charged on the Fare, and Uber shall calculate the Service Fee based on the recommended Fare inclusive of such taxes. Uber reserves the right to change the Service Fee at any time in Uber's discretion based upon local market factors, and Uber will provide notice to Customer in the event of such change. Continued use of the Uber Services after any such change in the Service Fee calculation shall constitute Customer's consent to such change. In addition, with respect to Taxi Services in the applicable Territory, Customer agrees to pay Uber a booking fee in consideration of Uber's provision of the Driver App and the Uber Services."

(3) Representations and warranties; Disclaimers A new Section 9.4 shall be added to the Agreement as follows: "9.4 Specified initiatives. Customer acknowledges that Uber may from time to time establish or

support certain initiatives (including the Clean Air Plan) that may be managed and/or administered by third party organisations. Customer's and Drivers' entitlement (or not) to participate in any such initiatives will be subject to the terms and conditions applicable to the relevant initiatives and Uber shall have no obligation to ensure such participation or any entitlement to any benefit under such initiatives for Customer or any Drivers."

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