Amendment No. 2 to Google Maps for Work Master Agreement, by and between the Registrant and Google LLC, dated August 8, 2019

EX-10.23 3 uber12312019exhibit1023.htm EXHIBIT 10.23 Exhibit


Exhibit 10.23

AMENDMENT NUMBER TWO

This Amendment Number Two (“Amendment 2”), dated as of the Amendment Effective Date (as defined below) amends the Google Maps for Work Master Agreement and Service Addendum for Google Maps APIs entered into between Google LLC (“Google”) and Uber Technologies, Inc. (“Customer”) on October 28, 2015 (Master Agreement and Service Addendum collectively constituting the “Agreement”). Terms defined in the Agreement apply to this Amendment 2.
The parties agree to the following modifications to the
Agreement:

1.
4.6 Intellectual Property Restrictions. Google Maps for Work Master Agreement Section 4.6(E) (No Caching or Storage) is amended by adding the following subsection:
“4.6 (E) (3). Exception for End User Map Usage. Subject to the conditions described below, Customer can save latitude and longitude coordinates, during the term of this Amendment 2, only:
(i)
when an Uber Consumer moves a pin on a Google Map within the Uber Consumer App and saves the pin location in their Uber Consumer account; or
(ii) when an Uber Consumer selects a previously saved pin location, provides user- provided content like name (or label) to the saved pin, or any optional metadata associated with the pin in their Uber Consumer account;
(iii) for as long as the Uber Consumer retains the saved locations within their Uber Consumer Account;
(iv) when an Uber consumer saves the user-provided content like name and any optional metadata associated with a pin location to their Uber Consumer account from within the Uber Consumer App.
(v)
in the countries listed in Attachment A of this Amendment 2.
(vi) For the purposes of this Amendment, restaurants utilizing the Uber Eats Applications will be considered End Users.
2.Google reserves the right to modify Attachment A upon 30 days written notice to Customer.
3.
General. Except as expressly modified herein, the terms and conditions of the Agreement remain in full force and effect. If there is a conflict between the Agreement and this Amendment 2, then this Amendment 2 will control. The parties may execute this Amendment in counterparts, including facsimile, PDF, or other electronic copies, which taken together will constitute one instrument.











Signed by the parties’ authorized representatives on the dates written below.
 
 
 
 
 
GOOGLE:
 
CUSTOMER:
 
 
 
 
 
By: /s/ Philipp Schindler
 
By: /s/ J K Fennell
 
Print Name: Philipp Schindler
 
Print Name: J K Fennell
 
Title: Authorized Signatory
 
Title: Head of Product Partnerships & US/CAN Bus Dev
 
 
 
 
 
Date: 2019.08.08
 
Date: August 7, 2019























ATTACHMENT A TO AMENDMENT NUMBER 2
 
 
 
 
 
Argentina
 
Honduras
 
Paraguay
 
 
 
 
 
Bahrain
 
Hong Kong
 
Peru
 
 
 
 
 
Bangladesh
 
Hungary
 
Poland
 
 
 
 
 
Barbados
 
India
 
Qatar
 
 
 
 
 
Bolivia
 
India SA
 
Romania
 
 
 
 
 
Brazil
 
Jordan
 
Saudi Arabia
 
 
 
 
 
Chile
 
Kenya
 
Serbia
 
 
 
 
 
Colombia
 
Latin America
 
Slovakia
 
 
 
 
 
Costa Rica
 
Lebanon
 
South Africa
 
 
 
 
 
Croatia
 
Lithuania
 
Sri Lanka
 
 
 
 
 
Czech Republic
 
Macao
 
Taiwan (ROC)
 
 
 
 
 
Dominican Republic
 
Mauritius
 
Tanzania
 
 
 
 
 
Eastern and Southern Europe
 
Mexico
 
Trinidad and Tobago
 
 
 
 
 
Ecuador Egypt
 
Middle East and Africa
 
Turkey (tentative)
 
 
 
 
 
El Salvador
 
Morocco
 
Uganda
 
 
 
 
 
Estonia
 
Nepal
 
Ukraine
 
 
 
 
 
Ghana
 
Nicaragua
 
United Arab Emirates
 
 
 
 
 
Guatemala
 
Nigeria
 
Uruguay
 
 
 
 
 
 
 
Pakistan
 
Venezuela
 
 
Panama