UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS

(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

TERMS OF SERVICE FOR TNVS
This Terms of Service for TNVS (TNVS Terms) constitutes a legal agreement between TNVS and USI.
USI provides the TNC Services (as defined below). The TNC Services enable TNVS to seek, receive and
fulfill requests for Transportation Services from an authorized user of the Application. You desire to enter
into this Agreement for the purpose of accessing and using the TNC Services.
TNVS is authorized to provide transportation services in the Philippines, and it desires to enter into this
TNVS Terms for the purpose of accessing and using the TNC Services to enhance its transportation
business.
TNVS acknowledges and agrees that USI is a TNC (as defined below) and does not provide
transportation services.
In order to use the TNC Services, TNVS must agree to the terms and conditions that are set forth below.
Upon TNVSs execution (electronic or otherwise) of this TNVS Terms, TNVS and USI shall be bound by
the terms and conditions set forth herein.
1.

Definitions

1.1.

Affiliate means an entity that, directly or indirectly, controls, is under the control of, or is under
common control with a party, where control means having more than fifty percent (50%) of the
voting stock or other ownership interest, the majority of the voting rights of such entity, the
ability of such entity to ensure that the activities and business of that Affiliate are conducted in
accordance with the wishes of that entity or the right to receive the majority of the income of that
Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.

1.2.

Device means a mobile device owned or controlled by USI that is provided to TNVS or a
Driver for the sole purpose of such Driver using the Driver App to provide Transportation
Services and for no other purpose whatsoever.

1.3.

Driver means a principal, employee or contractor of TNVS: (a) who meets the then-current
requirements to be an active driver using the TNC Services; (b) whom USI authorizes to access
the TNC Services to provide Transportation Services on behalf of TNVS; and (c) who has entered
into the Driver Addendum.

1.4.

Driver Addendum means the terms and conditions that TNVS is required to enter into with a
Driver prior to such Driver providing Transportation Services on behalf of TNVS (as may be
updated by USI from time to time).

1.5.

Driver App or "Application" means Ubers mobile application that enables TNVS to access the
TNC Services for the purpose of seeking, receiving and fulfilling on-demand requests for
transportation services by Users, as may be updated or modified by USI or its Affiliates or related
parties at its discretion from time to time.

1.6.

Driver ID means the identification and password key assigned by USI or its Affiliates or
related parties to a Driver that enables a Driver to use and access the Driver App.

UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

1.7.

Driver-Provided Device means a mobile device owned or controlled by TNVS or a Driver: (a)
that meets the then-current USI's or its Affiliate's or related parties' specifications for mobile
devices as set forth at www.uber.com/byod-devices; and (b) on which the Driver App has been
installed as authorized by USI or its Affiliates or related parties solely for the purpose of
providing Transportation Services.

1.8.

Fare has the meaning set forth in Section 5.1.

1.9.

"LTFRB" means the Land Transportation Franchising and Regulatory Board.

1.10.

Service Fee has the meaning set forth in Section 5.4.

1.11.

TNC Services mean the services rendered by USI to enable TNVS to seek, receive and fulfill
on-demand requests by Users seeking transportation services. TNC Services shall likewise
include the following: (i) inspection of the Vehicle/s for accreditation purposes, subject to
compliance with LTFRB requirements, including but not limited to submission of passenger
insurance policy; (ii) provide TNVS with USI's Trade Dress which must be displayed during the
pre-arranged ride requested through the Application; (iii) assist TNVS in monitoring the Driver's
compliance with the terms and conditions of the TNVS Certificate of Public Convenience by,
among others, providing TNVS with feedback provided by Users; and (iv) issue a Certificate of
"Good Standing" to TNVS subject to compliance with the TNVS Terms, USI policies and
relevant LTFRB regulations.

1.12.

"TNVS" or Transportation Network Vehicle Service shall refer to the third party transportation
providers accredited by the LTFRB under MC No. 2015-017.

1.13.

Tolls means any applicable road, bridge, ferry, tunnel and airport charges and fees, including
inner-city congestion, environmental or similar charges as reasonably determined by the TNC
Services based on available information.

1.14.

Transportation Services means the provision of passenger transportation services to Users via
the TNC Services in the Philippines by TNVS and its Drivers using the Vehicles.

1.15.

"Uber" means Uber B.V., a private limited liability company incorporated under the laws of the
Netherlands, with its registered seat in Amsterdam, the Netherlands.

1.16.

Uber Data means all data related to the access and use of the TNC Services hereunder,
including all data related to Users (including User Information), all data related to the provision
of Transportation Services via the TNC Services and the Driver App, and the Driver ID.

1.17.

User means an end user authorized by USI for the purpose of obtaining Transportation Services
offered by TNVS.

1.18.

User Information means information about a User made available to TNVS or a Driver in
connection with such Users request for and use of Transportation Services, which may include
the Users name, pick-up location, contact information and photo.

UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

1.19.

"USI" means Uber Systems, Inc., a Philippine corporation registered with the Securities and
Exchange Commission and is accredited by the LTFRB to render services as a TNC under
LTFRB MC No. 2015-015.

1.20.

Vehicle means any vehicle of TNVS that: (a) meets the then-current USI's requirements for a
vehicle on the TNC Services; (b) USI authorizes for use by a Driver for the purpose of providing
Transportation Services on behalf of TNVS; and (c) covered by passenger insurance policy, as
required by the LTFRB and other applicable laws and regulations.

2.

Use of the TNC Services

2.1.

TNVS Transportation Services. When the Driver App is active, User's requests for
Transportation Services may appear to a Driver via the Driver App if the Driver is available and
in the vicinity of the User. If a Driver accepts a Users request for Transportation Services, the
Driver App will provide certain User Information to such Driver, including the Users first name
and pickup location. In order to enhance User satisfaction with the Application and the TNVSs
and Driver(s) Transportation Services, it is recommended that the Driver wait at least ten (10)
minutes for a User to show up at the requested pick-up location. The Driver will obtain the
destination from the User, either in person upon pickup or from the Driver App if the User elects
to enter such destination via the Application. The TNVS acknowledges and agrees that once a
Driver has accepted a Users request for Transportation Services, the Application may provide
certain information about the Driver to the User, including the Drivers first name, contact
information, TNVS's entity name, and contact information photo and location, and the Drivers
Vehicles make and license plate number. TNVS shall not, and shall ensure that all Drivers do
not, contact any Users or use any User's personal data for any reason other than for the purposes
of fulfilling Transportation Services. As between USI and TNVS, TNVS acknowledges and
agrees that: (a) TNVS and its Drivers are solely responsible for determining the most effective,
efficient and safe manner to perform each instance of Transportation Services; and (b) except for
the TNC Services or any Devices (if applicable), TNVS shall provide all necessary equipment,
tools and other materials, at TNVSs own expense, necessary to perform Transportation Services.

2.2.

TNVSs Relationship with Users. TNVS acknowledges and agrees that TNVSs provision of
Transportation Services to Users creates a legal and direct business relationship between TNVS
and the User, to which USI is not a party. USI is not responsible or liable for the actions or
inactions of a User in relation to the activities of TNVS, a Driver or any Vehicle. TNVS shall
have the sole responsibility for any obligations or liabilities to Users or third parties that arise
from its provision of Transportation Services, unless USI failed to exercise due diligence and
reasonable care in accrediting TNVS and their Drivers and the liability was not caused by acts or
omissions outside of USI's control. TNVS acknowledges and agrees that it and each Driver are
solely responsible for taking such precautions as may be reasonable and proper (including
maintaining the passenger insurance policy issued by any LTFRB's accredited insurance
provider) regarding any acts or omissions of a User or third party. TNVS acknowledges and
agrees that USI may release the contact and/or insurance information of TNVS and/or a Driver to
a User upon such Users reasonable request. TNVS acknowledges and agrees that, unless
specifically consented to by a User, neither TNVS nor Driver may transport or allow inside any
Vehicle individuals other than a User and any individuals authorized by such User during the
performance of Transportation Services for such User. TNVS acknowledges and agrees, and shall
ensure that its Drivers agree, that all Users should be transported directly to their specified

UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

destination, as directed by the applicable User, without unauthorized interruption or unauthorized
stops.
2.3.

TNVSs Relationship with USI. TNVS acknowledges and agrees that USIs provision to User of
the TNC Services creates a legal and direct business relationship between USI and User. USI
does not, and shall not be deemed to, direct or control TNVS or its Drivers generally or in their
performance under this TNVS Terms specifically, including in connection with the operation of
TNVSs business, the provision of Transportation Services, the acts or omissions of Drivers, or
the operation and maintenance of any Vehicles. TNVS and its Drivers retain the sole right to
determine when and for how long each of them will utilize the Driver App or the TNC Services.
TNVS acknowledges and agrees that it has complete discretion to operate its independent
business and direct its Drivers at its own discretion, including the ability to provide services at
any time to any third party separate and apart from Transportation Services. For the sake of
clarity, TNVS understands that it retains the complete right to provide transportation services to
its existing customers and to use the services of other TNCs. Access to or use of the TNC
Services by TNVS or any Driver may be cancelled or otherwise deactivated in the event of a
violation of this TNVS Terms, a violation of a Driver Addendum, the TNVSs or any Drivers
disparagement of USI or any of its Affiliates or related parties, TNVSs or any Drivers act or
omission that causes harm to USIs or its Affiliates and related parties' brand, reputation or
business as determined by USI in its sole discretion or for any other reasonable ground. USI also
retains the right to deactivate or otherwise restrict User or any Driver from accessing or using the
TNC Services for any other reason at the sole and reasonable discretion of USI.

2.4.

TNVSs Relationship with Drivers. TNVS shall have the sole responsibility for any obligations
or liabilities to Drivers that arise from its relationship with its Drivers (including provision of
Transportation Services). The TNVS acknowledges and agrees that it exercises sole control over
the Drivers and will comply with all Philippine laws (including tax, privacy, social security and
employment laws) governing or otherwise applicable to its relationship with its Drivers.
Notwithstanding TNVSs right, if applicable, to take recourse against a Driver, TNVS
acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of
its Drivers vis--vis Users and USI, even where such liability may not be mandated under
Philippine law. TNVS shall require each Driver to enter into a Driver Addendum (as may be
updated from time to time) and shall provide a copy of each executed Driver Addendum to USI.
TNVS acknowledges and agrees that USI is a third party beneficiary to each Driver Addendum,
and that, upon a Drivers execution of the Driver Addendum (electronically or otherwise), USI
will have the irrevocable right (and will be deemed to have accepted the right unless it is rejected
promptly after receipt of a copy of the executed Driver Addendum) to enforce the Driver
Addendum against the Driver as a third party beneficiary thereof.

2.5.

Ratings.

2.5.1.

TNVS acknowledges and agrees that: (a) after receiving Transportation Services, a User will be
prompted by the Application to provide a rating of such Transportation Services and Driver and,
optionally, to provide comments or feedback about such Transportation Services and Driver; and
(b) after providing Transportation Services, the Driver will be prompted by the Driver App to
provide a rating of the User and, optionally, to provide comments or feedback about the User.
TNVS shall instruct all Drivers to provide ratings and feedback in good faith.

UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

2.5.2.

TNVS acknowledges that USI desires that Users have access to high-quality services via the
Application. In order to continue to receive access to the Driver App and the TNC Services, each
Driver must maintain an average rating by Users that exceeds the minimum average acceptable
rating established by USI for the Philippines, as may be updated from time to time by USI in its
sole discretion (Minimum Average Rating). In the event a Drivers average rating falls below
the Minimum Average Rating, USI will notify TNVS and may provide the Driver in USIs
discretion, a limited period of time to raise his or her average rating above the Minimum Average
Rating. If such Driver does not increase his or her average rating above the Minimum Average
Rating within the time period allowed (if any), USI reserves the right to deactivate such Drivers
access to the TNC Services. Additionally, TNVS acknowledges and agrees that repeated failure
by a Driver to accept User requests for Transportation Services while such Driver is logged in to
the Driver App creates a negative experience for Users of the Application. Accordingly, TNVS
agrees and shall ensure that if a Driver does not wish to accept User requests for Transportation
Services for a period of time, such Driver will log off of the Driver App.

2.5.3.

USI and its Affiliates or other related parties reserve the right to use, share and display Driver and
User ratings and comments in any manner in connection with the business of USI and its
Affiliates or other related parties without attribution to or approval of TNVS or the applicable
Driver. TNVS acknowledges that USI and its Affiliates or other related parties are distributors
(without any obligation to verify) and not publishers of Driver and User ratings and comments,
provided that USI and its Affiliates or related parties reserve the right to edit or remove comments
in the event that such comments include obscenities or other objectionable content, include an
individuals name or other personal information, or violate any privacy laws, other applicable
laws or USIs or its Affiliates or related parties' content policies.

3.

Devices

3.1.

USI encourages TNVS to use Driver-Provided Devices for providing the Transportation Services.
Otherwise, USI will supply TNVS upon request with USI Devices to each authorized Driver and
provide the necessary wireless data plan for such Devices, provided that USI will require
reimbursement from TNVS for the costs associated with the wireless data plan of each Device
and/or request a deposit for each Device. TNVS acknowledges and agrees that: (a) Devices may
only be used for the purpose of enabling Driver access to the TNC Services; and (b) Devices may
not be transferred, loaned, sold or otherwise provided in any manner to any party other than the
Driver assigned to use such Device. Devices shall at all times remain the property of USI, and
upon termination of this TNVS Terms or the termination or deactivation of a Driver, TNVS
agrees to return to USI the applicable Devices within ten (10) days. TNVS acknowledges and
agrees that failure to timely return any Devices, or damage to Devices outside of normal wear
and tear, will result in the forfeiture of related deposits.

3.2.

Location Based Services. TNVS acknowledges and agrees that each Drivers geo-location
information must be provided to USI via a Device in order to provide Transportation Services.
TNVS acknowledges and agrees, and shall inform and obtain the consent of each Driver, that: (a)
the Drivers geo-location information will be monitored and tracked by the TNC Services when
the Driver is logged into the Driver App and available to receive requests for Transportation
Services, or when the Driver is providing Transportation Services; and (b) the approximate
location of the Drivers Vehicle will be displayed to the User before and during the provision of
Transportation Services to such User. In addition, USI or its Affiliates or related parties may
monitor, track and share a Drivers geo-location information obtained by the Driver App and

UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

Device for safety, security, technical, marketing and commercial purposes, including to provide
and improve USIs products and services.
4.

Drivers and Vehicles

4.1.

Driver Requirements. TNVS acknowledges and agrees that each Driver shall at all times: (a)
hold and maintain (i) a valid professional driver's license to operate the Vehicle assigned to such
Driver, and (ii) all licenses, permits, approvals and authority applicable to TNVS and/or Driver
that are necessary to provide Transportation Services to third parties in the Philippines; (b)
possess the appropriate and current level of training, expertise and experience to provide
Transportation Services in a professional manner with due skill, care and diligence; and (c)
maintain high standards of professionalism, service and courtesy. TNVS acknowledges and
agrees that each Driver will be subject to criminal background check and may be subject to
driving record checks from time to time in order for such Driver to qualify to provide, and remain
eligible to provide, Transportation Services. TNVS acknowledges and agrees that USI or its
Affiliates or related parties reserves the right, at any time in its sole discretion, to deactivate or
otherwise restrict a Driver from accessing or using the TNC Services if TNVS or such Driver
fails to meet the requirements set forth in this TNVS Terms or the Driver Addendum.

4.2.

Vehicle Requirements. TNVS acknowledges and agrees that each Vehicle shall at all times be:
(a) properly registered and licensed to operate as a passenger transportation vehicle in the
Philippines; (b) owned or leased by TNVS, or otherwise in TNVSs lawful possession; (c)
suitable for performing the passenger transportation services contemplated by this TNVS Terms;
(d) maintained in good operating condition, consistent with industry safety and maintenance
standards for a Vehicle of its kind and any additional standards or requirements in the Philippines,
and in a clean and sanitary condition; (e) be equipped with basic tools and equipment (like spare
tire, jack, early warning device or the like) when providing the Transportation Services; (f)
without any advertisement on the exterior of the vehicle unless approved by the LTFRB or a
component of USI's trade dress; and (g) equipped with USI's trade dress that is readable during
daylight hours at a distance of at least fifty (50) feet and reflective, illuminated or otherwise
patently visible so as to be seen in darkness.

4.3.

Documentation. To ensure TNVSs and each of its Drivers compliance with all requirements in
Sections 4.1 and 4.2 above, TNVS must provide USI with written copies of all such licenses,
permits, approvals, authority, registrations and certifications prior to TNVSs and the applicable
Drivers provision of any Transportation Services. Thereafter, TNVS must submit to USI written
evidence of all such licenses, permits, approvals, authority, registrations and certifications as they
are renewed. USI shall, upon request, be entitled to review such licenses, permits, approvals,
authority, registrations and certifications from time to time, and TNVSs failure to provide or
maintain any of the foregoing shall constitute a material breach of this TNVS Terms. USI
reserves the right to independently verify TNVS's and/or any Drivers Documentation from time
to time in any way USI deems appropriate in its reasonable discretion.

5.

Financial Terms

5.1.

Fare Calculation. TNVS is entitled to charge a fare for each instance of completed
Transportation Services provided to a User that are obtained via the TNC Services (Fare),
where such Fare is calculated based upon a base fare amount plus distance (as determined by USI
using location-based services enabled through the Device) and/or time amounts, as detailed at

UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

www.uber.com/cities for the Philippines (Fare Calculation). TNVS is also entitled to charge
User for any Tolls, taxes or fees incurred during the provision of Transportation Services, if
applicable. TNVS: (i) appoints USI, its Affiliates or related parties or a third-party outsourced or
appointed by USI (whether in the Philippines or otherwise), as TNVS'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 TNVS, applicable taxes and fees from the User on behalf of
TNVS; and (ii) agrees that payment made by User to USI or its Affiliates or related parties shall
be considered the same as payment made directly by User to TNVS. In addition, the parties
acknowledge and agree that as between TNVS and USI, the Fare is a recommended amount, and
the primary purpose of the pre-arranged Fare is to act as the default amount in the event TNVS
does not negotiate a different amount. TNVS shall always have the right to: (i) charge a fare that
is less than the pre-arranged Fare; or (ii) negotiate, at TNVSs request, a Fare that is lower than
the pre-arranged Fare (each of (i) and (ii) herein, a Negotiated Fare). USI shall consider all
such requests from the TNVS in good faith.
5.2.

Changes to Fare Calculation. The Fare Calculation may, at any time, be changed based upon
local market factors at USI's sole discretion, and USI will provide notice to TNVS in the event of
such change that would result in a change in the recommended Fare. Continued use of the TNC
Services after any such change in the Fare Calculation shall constitute TNVSs consent to such
change.

5.3.

Fare Adjustment. USI reserves the right to: (i) adjust the Fare for a particular instance of
Transportation Services (e.g., Driver took an inefficient route, Driver failed to properly end a
particular instance of Transportation Services in the Driver App, technical error in the TNC
Services, etc.); or (ii) cancel the Fare for a particular instance of Transportation Services (e.g., a
User is charged for Transportation Services that were not provided, in the event of a User
complaint, fraud, etc.). USIs decision to reduce or cancel the Fare in any such manner shall be
exercised in a reasonable manner.

5.4.

Service Fee. In consideration of the TNC Services, TNVS agrees to pay USI or its Affiliates or
other related parties or licensors, a service fee on a per Transportation Services transaction basis
calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided to TNVS
via email or otherwise made available electronically from time to time for the Philippines
(Service Fee). Unless Philippine regulations require otherwise, taxes will be calculated and
charged on the Fare, and USI shall calculate the Service Fee based on the Fare inclusive of such
taxes. USI reserves the right to change the Service Fee at any time in USIs discretion based upon
local market factors, and USI will provide notice to TNVS in the event of such change. Continued
use of the TNC Services after any such change in the Service Fee calculation shall constitute the
TNVSs consent to such change.

5.5.

Cancellation Charges. TNVS acknowledges and agrees that Users may elect to cancel requests
for Transportation Services that have been accepted by a Driver via the Driver App at any time
prior to the Drivers arrival. In the event that a User cancels an accepted request for
Transportation Services, the User may be charged a cancellation fee on behalf of TNVS. If
charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation Services
to be received by TNVS hereunder (Cancellation Fee). The parties acknowledge and agree that
as between TNVS and USI, this Cancellation Fee is a recommended amount, and the primary
purpose of such Cancellation Fee is to act as the default amount in the event TNVS does not
negotiate a different amount. TNVS shall always have the right to: (i) charge a cancellation fee

UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

that is less than the Cancellation Fee; or (ii) negotiate, at TNVSs request, a cancellation fee that
is lower than the Cancellation Fee (each of (i) and (ii) herein, a Negotiated Cancellation Fee).
If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed
the Fare for the cancelled Transportation Services to be received by the TNVS hereunder.
5.6.

Receipts. The TNVS is provided a system for the delivery of receipts to Users for Transportation
Services rendered. Upon the completion of Transportation Services for a User by a Driver, an
applicable receipt is issued to the User via email on behalf of TNVS and applicable Driver. Such
receipts are also provided via email or the online portal available to the TNVS. Receipts include
the breakdown of amounts charged to the User for Transportation Services and may include
specific information about TNVS and applicable Driver, including TNVSs entity name and
contact information and the Drivers name and photo, as well as a map of the route taken by the
Driver. TNVS shall inform Drivers that any corrections to a Users receipt for Transportation
Services must be submitted to USI in writing within three (3) business days after the completion
of such Transportation Services. Absent such a notice, USI shall not be liable for any mistakes in
or corrections to the receipt or for recalculation or disbursement of the Fare. TNVS
acknowledges and agrees that the applicable receipt sent via email is not an official receipt
required under applicable law. In addition to the applicable receipt sent via email, TNVS shall
issue an official receipt to Users in accordance with applicable Philippine law.

5.7.

No Additional Amounts. TNVS acknowledges and agrees that, for the mutual benefit of the
parties, through advertising and marketing, USI and its Affiliates or related parties may seek to
attract new Users to USI and to increase existing Users use of the Application. TNVS
acknowledges and agrees such advertising or marketing does not entitle TNVS to any additional
monetary amounts beyond the amounts expressly set forth in this TNVS Terms.

5.8.

Taxes. TNVS acknowledges and agrees that it is required to: (a) complete all tax registration
obligations and calculate and remit all tax liabilities related to the provision of Transportation
Services as required by applicable law; and (b) issue official receipts to Users as required under
applicable Philippine law and (c) provide USI with all relevant tax information (including a valid
VAT number belonging to the TNVS and/or any Driver, if obtaining a VAT number is required
of the TNVS and/or any Driver by applicable law). TNVS further acknowledges and agrees that
TNVS and each of its Drivers are responsible for taxes on their own income arising from the
performance of Transportation Services. Notwithstanding anything to the contrary in this TNVS
Terms, USI may in its reasonable discretion based on applicable tax and regulatory
considerations, collect and remit taxes resulting from TNVSs and/or any Drivers provision of
Transportation Services and/or provide any of the relevant tax information TNVS and/or any
Driver has provided pursuant to the foregoing requirements in this Section 4.8 directly to the
applicable governmental tax authorities on TNVSs and/or the applicable Drivers behalf or
otherwise.

6.

Confidentiality

6.1.

Each party acknowledges and agrees that in the performance of this TNVS Terms it may have
access to or may be exposed to, directly or indirectly, confidential information of the other party
("Confidential Information"). Confidential Information includes USI or its Affiliate or related
parties Data, Driver IDs, User Information, and the transaction volume, marketing and business
plans, business, financial, technical, operational and such other non-public information of each
party (whether disclosed in writing or verbally) that such party designates as being proprietary or

UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

confidential or of which the other party should reasonably know that it should be treated as
confidential.
6.2.

Each party acknowledges and agrees that: (a) all Confidential Information shall remain the
exclusive property of the disclosing party; (b) it shall not use Confidential Information of the
other party for any purpose except in furtherance of this TNVS Terms; (c) it shall not disclose
Confidential Information of the other party to any third party, except to its employees, officers,
contractors, agents and service providers ("Permitted Persons") as necessary to perform under
this TNVS Terms, provided Permitted Persons are bound in writing to obligations of
confidentiality and non-use of Confidential Information no less protective than the terms hereof;
and (d) it shall return or destroy all Confidential Information of the disclosing party upon the
termination of this TNVS Terms or at the request of the other party (subject to applicable law
and, with respect to USI, its internal record-keeping requirements).

6.3.

Notwithstanding the foregoing, Confidential Information shall not include any information to the
extent it: (a) is or becomes part of the public domain through no act or omission on the part of
the receiving party; (b) was possessed by the receiving party prior to the date of this TNVS Terms
without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party
having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed
pursuant to law, court order, subpoena or governmental authority, provided the receiving party
notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to
contest or limit such required disclosure.

7.

Privacy. Subject to applicable Philippine laws, USI or its Affiliates and related parties may
provide to a third party any information (including personal data and any Uber Data) about
Drivers provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident,
between a Driver and a User; (b) it is necessary to enforce the terms of the TNVS Terms; (c) it is
required, in USIs or any Affiliates or related parties' sole discretion, by applicable law or
regulation; (d) it is necessary, in USIs or any Affiliates or related parties' sole discretion, to (1)
protect the safety, rights, property or security of USI or its Affiliates or related parties, the TNC
Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical
issues, and/or (3) prevent or stop activity which USI or any of its Affiliates or related parties, in
their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally
actionable; or (e) it is required or necessary, in USIs or its Affiliates or related parties' sole
discretion, for insurance or other purposes related to TNVSs and/or Drivers ability to qualify, or
remain qualified, to use the TNC Services. TNVS understands that USI may retain TNVSs
and/or Driver(s) personal data for legal, regulatory, safety, and other necessary purposes after this
TNVS Terms is terminated. Your personal data will be directly transferred to and processed by
USI or its Affiliates or related parties, acting in its capacity as data controller of such personal
data. USI or its Affiliates or related parties process personal data (including that referenced in
Section 2.8 above) in accordance with its privacy policy located at www.uber.com/legal.

8. Insurance
8.1.

Prior to doing business with USI, TNVS agrees to obtain the passenger insurance policy from an
LTFRB-accredited insurance provider at TNVS's sole cost and expense. TNVS agrees to review
the terms and conditions of such coverage to ensure that it provides the amounts of coverage
required by Philippine law.

UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

9.

Representations and Warranties; Disclaimers

9.1.

By the TNVS. TNVS hereby represents and warrants that: (a) it has full power and authority to
enter into this TNVS Terms and perform its obligations hereunder; (b) it is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not
entered into, and during the term will not enter into, any agreement that would prevent it from
complying with this TNVS Terms; (d) it will comply with all applicable Philippine laws in its
performance of this TNVS Terms, including holding and complying with all permits, licenses,
registrations and other governmental authorizations necessary to provide (i) Transportation
Services using the Drivers and Vehicles pursuant to this TNVS Terms, and (ii) passenger
transportation services to third parties in the Philippines generally; (e) it shall report to USI,
within twenty-four (24) hours from receipt of report or reliable information, the following: (i) any
assault or robbery involving TNVS or Driver; (ii) any accident, resulting in physical injuries or
death, involving TNVS or Driver; (iii) conviction of criminal offenses that have a bearing on
TNVS's or Driver's ability or fitness to operate a TNVS. Such offenses may include: theft, fraud,
robbery, assault, sex crime, alcohol, drugs or prostitution; and (iv) termination of the Driver's
employment contract with TNVS; and (f) it shall require all Drivers to comply with the Driver
Addendum, the applicable terms and conditions set forth in this TNVS Terms and all applicable
Philippine laws.

9.2.

Disclaimer of Warranties. USI provides, and TNVS accepts, the TNC Services, Driver App and
the Devices on an "as is" and "as available" basis. USI or its Affiliates or related parties does not
represent, warrant or guarantee that TNVSs or any Drivers access to or use of the TNC
Services, Driver App or the Devices: (a) will be uninterrupted or error free; or (b) will result in
any requests for Transportation Services. USI makes no representations, warranties or guarantees
as to the actions or inactions of the Users who may request or receive Transportation Services
from the TNVS or any Driver hereunder, and USI need not screen or otherwise evaluate Users.
By using the TNC Services and Driver App, TNVS acknowledges and agrees that TNVS or a
Driver may be introduced to a third party (including Users) that may pose harm or risk to TNVS,
a Driver or other third parties. TNVS and Drivers are advised to take reasonable precautions with
respect to interactions with third parties encountered in connection with the use of the TNC
Services or Driver App.

9.3.

No Service Guarantee. USI does not guarantee the availability or uptime of the Application or
Driver App. TNVS acknowledges and agrees that the Application or Driver App may be
unavailable at any time and for any reason (e.g., due to scheduled maintenance or network
failure). Further, the Application or Driver App may be subject to limitations, delays, and other
problems inherent in the use of the internet and electronic communications, and USI is not
responsible for any delays, delivery failures or other damages, liabilities or losses resulting from
such problems.

10.

Indemnification

10.1.

TNVS shall indemnify, defend (at USIs option) and hold harmless USI (and its Affiliates and
other related parties and their respective officers, directors, employees, agents, successors and
assigns) from and against any and all liabilities, expenses (including legal fees), damages,
penalties, fines, social security contributions and taxes arising out of or related to: (a) TNVSs

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UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

breach of its representations, warranties or obligations under this TNVS Terms; or (b) a claim by
a third party (including Users, regulators and governmental authorities) directly or indirectly
related to TNVSs provision of Transportation Services or use of the TNC Services.
10.2.

As between TNVS and USI, TNVS is and shall be solely responsible for its Drivers provision of
Transportation Services. As such, TNVS shall indemnify, defend (at USIs option) and hold
harmless USI (and its Affiliates and other related parties and their respective officers, directors,
employees, agents, successors and assigns) from and against any and all liabilities, expenses
(including legal fees), damages, penalties, fines, social security contributions and taxes directly or
indirectly arising out of or related to its Drivers provision of Transportation Services or use of
the TNC Services.

10.3.

TNVS shall comply with all of its obligations under tax and social security laws to the extent
applicable to this TNVS Terms. You shall indemnify USI or its Affiliates or other related parties
from all tax liabilities, duties, levies, claims and penalties that may be imposed on TNVS or on
USI or its Affiliates or other related parties as a result of TNVS's failure to comply with any of its
tax obligations. In particular, but without limitation to the foregoing, such taxes or duties shall
include taxes, wages or other duties or withholdings (including any wage tax, social insurance
premiums or employee insurance premiums) arising in the event that the relationship described in
the TNVS Terms, contrary to the intention and meaning of the parties, should be held to be an
employment agreement between USI and TNVS by the relevant authority in the Philippines.

11.

Limits of Liability. Unless otherwise provided by law, or unless USI fails to exercise due
diligence and reasonable care in accrediting TNVS and their Drivers and the liability was not
caused by acts or omissions outside of USI's control, USI and its Affiliates and related parties
shall not be liable under or related to this TNVS Terms for any of the following, whether based
on contract, tort or any other legal theory, even if a party has been advised of the possibility of
such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect
damages of any type or kind; or (ii) TNVSs, Driver's or any third partys property damage, or
loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage.
Except for USIs obligations to pay amounts due to TNVS pursuant to Section 4 above, but
subject to any limitations or other provisions contained in this TNVS Terms which are applicable
thereto, in no event shall the liability of USI or its Affiliates or other related parties under this
TNVS Terms exceed the amount of Service Fees actually paid to or due to USI hereunder in the
six (6) month period immediately preceding the event giving rise to such claim.
TNVS acknowledges and agrees that any and all claims TNVS has or purports to have against
USI or its Affiliates or other related parties should be notified to USI or its Affiliates or other
related parties within one (1) year after the event(s) that gave rise to such claim and that TNVS
forfeits all rights in respect of that claim if TNVS fails to do so. These limitations do not purport
to limit liability that cannot be excluded by applicable Philippine law.

12.

Term and Termination

12.1.

Term. This TNVS Terms shall commence on the date TNVS receives a notice of commencement
("Notice of Commencement") from USI at the disclosed email address of TNVS specifying the
commencement date of the effectivity of this TNVS Terms (electronically or otherwise), which
date shall in no event be earlier than the date of LTFRB's approval of TNVS's application for
Provisional Authority to operate as TNVS, and shall continue until terminated as set forth herein.

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UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

12.2.

Termination. Either party may terminate this TNVS Terms: (a) without cause at any time upon
seven (7) days prior notice to the other party; (b) immediately, without notice, for the other
partys material breach of this TNVS Terms; or (c) immediately, without notice, in the event of
the insolvency or bankruptcy of the other party, or upon the other partys filing or submission of
request for suspension of payment (or similar action or event) against the terminating party. In
addition, USI may terminate this TNVS Terms or USI or its Affiliates or other related parties may
deactivate TNVS or a particular Driver immediately, without notice, with respect to TNVS and/or
any Driver in the event TNVS and/or any Driver, as applicable, no longer qualifies, under
applicable Philippine law or the standards and policies of USI, to provide Transportation Services
or to operate the Vehicle, or as otherwise set forth in this TNVS Terms.

12.3.

Effect of Termination. Upon termination of the TNVS Terms, the TNVS and all Drivers, as
applicable, shall: (a) promptly return to USI all Devices; and (b) immediately delete and fully
remove the Driver App from any applicable Driver-Provided Devices. Outstanding payment
obligations and Sections 1, 2.3, 2.4, 2.5.3, 5.7, 5.8, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15 shall
survive the termination of this Agreement.

13.

Relationship of the Parties

13.1.

The relationship between the parties under this TNVS Terms is solely that of independent
contractors. The parties expressly agree that: (a) this TNVS Terms is not an employment
agreement, nor does it create an employment relationship (including from a labor law, tax law or
social security law perspective), between USI and TNVS or USI and any Driver; and (b) no joint
venture, partnership, or agency relationship exists between USI and TNVS or USI and any
Driver.

13.2.

TNVS has no authority to bind Uber or its Affiliates or related parties and undertakes not to hold
itself out, and to ensure that each Driver does not hold himself or herself out, as an employee,
agent or authorized representative of Uber or its Affiliates or other related parties. Where, by
implication of mandatory Philippine law or otherwise, TNVS or any Driver may be deemed an
employee, agent or representative of USI, TNVS undertakes and agrees to indemnify, defend (at
USIs option) and hold USI and its Affiliates and other related parties harmless from and against
any claims by any person, entity, regulators or governmental authorities based on such implied
employment, agency or representative relationship.

13.3.

TNVS expressly acknowledges and agrees that by agreeing to the terms and conditions of this
TNVS Terms, TNVS intends to perform Transportation Services in a non-incidental manner and,
as such, USI will consider TNVS and its Drivers to be taxable persons in accordance with all
applicable VAT and indirect tax legislation.

14.

Miscellaneous Terms

14.1.

Modification. USI reserves the right to modify the terms and conditions of this TNVS Terms or
the Driver Addendum at any time, effective upon publishing an updated version of this TNVS
Terms or the Driver Addendum, as applicable, on the online portal available to TNVS on the
TNC Services. USI reserves the right to modify any information referenced at hyperlinks from
this TNVS Terms from time to time. TNVS hereby acknowledges and agrees that, by using the
TNC Services, or downloading, installing or using the Driver App, TNVS is bound by any future

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UBER SYSTEMS, INC.

FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

amendments and additions to this TNVS Terms, information referenced at hyperlinks herein, or
documents incorporated herein, including with respect to Fare Calculations. Continued use of the
TNC Services or Driver App after any such changes shall constitute TNVSs consent to such
changes.
14.2.

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

14.3.

Severability. If any provision of this TNVS Terms is held to be illegal, invalid or unenforceable,
in whole or in part, under Philippines law, such provision or part thereof shall to that extent be
deemed not to form part of this TNVS Terms but the legality, validity and enforceability of the
remainder of this TNVS Terms shall not be affected. In that event, the parties shall replace the
illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal,
valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal,
invalid or unenforceable (part of the) provision, given the contents and purpose of this TNVS
Terms.

14.4.

Assignment. TNVS may not assign or transfer this TNVS Terms or any of its rights or
obligations hereunder, in whole or in part, without the prior written consent of the other party.
USI may assign or transfer this TNVS Terms or any or all of its rights or obligations hereunder,
in whole or in part, under this TNVS Terms from time to time without having to seek consent of
or to give notice to TNVS. Should USI do so, TNVS has the right to terminate this TNVS Terms
immediately, without prior notice.

14.5.

Entire Agreement. This TNVS Terms, including the recitals and all Supplemental Terms,
constitutes the entire agreement and understanding of the parties with respect to its subject matter
and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding
such subject matter. In this TNVS Terms, the words including and include mean including,
but not limited to. The recitals form a part of this TNVS Terms.

14.6.

No Third Party Beneficiaries. Except as otherwise set forth in Section 2.4 above, TNVS
acknowledges that there are no third party beneficiaries to this TNVS Terms. Nothing contained
in this TNVS Terms is intended to or shall be interpreted to create any third party beneficiary
claims.

14.7.

Notices. Any notice to TNVS under this TNVS Terms will be delivered by email to the email
address associated with the TNVSs account or by posting on the online portal available to the
TNVS. Any notice delivered by TNVS to USI under this TNVS Terms will be delivered by
contacting USI at http://partners.uber.com in the Contact Us section. Additional Philippinespecific notices may be required from time to time.

15.

Governing Law; Arbitration. Except as otherwise set forth in this TNVS Terms, this TNVS
terms shall be exclusively governed by and construed in accordance with the laws of The
Philippines, excluding its rules on conflicts of laws. The Vienna Convention on the International
Sale of Goods of 1980 (CISG) shall not apply. Any dispute, conflict or controversy, howsoever
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FORM OF TERMS OF SERVICE FOR TNVS
(FOR TNC ACCREDITATION APPLICATION)
As of 18 August 2015

arising out of or broadly in connection with or relating to this TNVS Terms, including those
relating to its validity, its construction or its enforceability, shall be first mandatorily submitted to
arbitration proceedings under the rules of the Philippine Dispute Resolution Center, Inc. ("PDRCI
Rules") in force at the time of the commencement of the arbitration. The dispute shall be resolved
by one (1) arbitrator to be appointed in accordance with the PDRCI Rules. The place of arbitration
shall be the Philippines. The language of the arbitration shall be English. The existence and
content of the arbitration proceedings, including documents and briefs submitted by the parties,
correspondence from and to the PDRCI, correspondence from the mediator, and correspondence,
orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be
disclosed to any third party without the express written consent from the other party unless: (i) the
disclosure to the third party is reasonably required in the context of conducting the mediation or
arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by
the confidentiality obligation stipulated herein.
In all cases where unilateral termination is allowed under this TNVS Terms, it is understood that
prior resort to arbitration or any judicial, administrative or other governmental action shall not be
required for purposes of exercising said right. The parties waive any right to insist on prior resort
to arbitration or such other action to the fullest extent allowed under applicable law. In the event
either party disputes or questions the exercise by the other of the right to unilaterally terminate this
TNVS Terms, it is agreed that pending the determination of the issue of whether this TNVS Terms
may be terminated, the parties' obligations under the TNVS Terms, except those which are
intended to survive the termination or expiration of the TNVS Terms, shall be deemed suspended.
It is further understood that the party who disputes the unilateral termination will shoulder all
costs, including attorney's fees, should the termination be found to be proper.
By clicking I accept or signing below (as such may be required by applicable law), TNVS expressly
acknowledges that TNVS has read, understood, and taken steps to thoughtfully consider the consequences
of this TNVS Terms, that TNVS agrees to be bound by the terms and conditions of this TNVS Terms, and
that TNVS is legally competent to enter into this TNVS Terms with USI.

TNVS Signature: ________________________

Name: _________________________________
YASSER ALBA CARLOMAN
Date: __________________________________
AUGUST 23, 2015

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