Debra I. Grassgreen (CA Bar No. 169978)
`Jeremy V. Richards (CA Bar No. 102300)
`John W. Lucas (CA Bar No. 271038)
`PACHULSKI STANG ZIEHL & JONES LLP
`150 California Street, 15th Fl.
`San Francisco, CA 94111
`Telephone: 415.263.7000
`Facsimile: 415.263.7010
`Email: dgrassgreen@pszjlaw.com
`jrichards@pszjlaw.com
`jlucas@pszjlaw.com
`
`HAMISH P. M. HUME
`hhume@bsfllp.com (pro hac vice forthcoming)
`JESSICA E. PHILLIPS
`jphillips@bsfllp.com (pro hac vice forthcoming)
`BOIES SCHILLER FLEXNER LLP
`1401 New York Avenue, N.W., Suite 1100
`Washington, DC 20005
`Telephone: (202) 274-1122
`Facsimile: (202) 237-2727
`
`Attorneys for Creditor UBER TECHNOLOGIES, INC.
`
`UNITED STATES BANKRUPTCY COURT
`NORTHERN DISTRICT OF CALIFORNIA
`SAN FRANCISCO DIVISION
`
`In re:
`
`Case No. 20-30242 (HLB)
`
`ANTHONY SCOTT LEVANDOWSKI,
`
`Chapter 11
`
`Debtor.
`
`UBER TECHNOLOGY INC.’S
`RESPONSE TO ANTHONY
`LEVANDOWSKI’S NOTICE OF
`MOTION AND MOTION TO COMPEL
`ARBITRATION; MEMORANDUM OF
`POINTS AND AUTHORITIES IN
`SUPPORT THEREOF
`
`Date: April 30, 2020
`Time: 10:00 a.m.
`Crtrm: 19
`Judge: Hon. Hannah L. Blumenstiel
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`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
`Case: 20-30242 Doc# 43 Filed: 04/13/20 Entered: 04/13/20 18:58:21 Page 1 of 12
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`

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`TABLE OF CONTENTS
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`I.
`
`II.
`
`INTRODUCTION ................................................................................................................. 1
`
`FACTUAL STATEMENT .................................................................................................... 1
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`A.
`
`To Induce Uber To Acquire His Company And Enter Into The
`Indemnification Agreement, Levandowski Repeatedly Told Uber He Was Not
`Bringing Any Google Confidential Information With Him. ..................................... 1
`
`B. When Google Separately Sued Both Levandowski And Uber, Uber Initially
`Trusted Levandowski’s Explanations Of What Happened. ....................................... 3
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`C.
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`D.
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`E.
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`F.
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`G.
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`On April 2, 2018, Before The Arbitration Hearing, Uber Notified
`Levandowski That It Would Not Be Required To Indemnify Levandowski For
`Any Final Award, And Would Instead Have A Right To Recover Fees From
`Him. ........................................................................................................................... 4
`
`Levandowski Was Then Indicted By Federal Prosecutors For Trade Secret
`Theft, Providing Strong Evidence That He Had Been Lying All Along, And
`Had Fraudulently Induced Uber To Enter Into The Indemnification
`Agreement. ................................................................................................................. 5
`
`Within Three Days of Learning About the Indictment, Uber Notified
`Levandowski That The Indemnification Agreement Was Rescinded Based On
`His Fraud And Was Null And Void Based On His Misconduct. ............................... 5
`
`Levandowski’s Recent Agreement To Plead Guilty To Trade Secret Theft
`Proves That Uber’s Rescission Was Proper And That The Indemnification
`Agreement Is Unenforceable. .................................................................................... 6
`
`Furthermore, Even If The Indemnification Agreement Were Enforceable, A
`Substantial Portion Of The Google Judgment Is Allocable To An Excluded
`Claim And Hence Not Subject To Indemnification. .................................................. 7
`
`III.
`
`RESPONSE TO RELIEF REQUESTED .............................................................................. 8
`
`IV.
`
`CONCLUSION ...................................................................................................................... 9
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`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
`Case: 20-30242 Doc# 43 Filed: 04/13/20 Entered: 04/13/20 18:58:21 Page 2 of 12
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`

`

`TABLE OF AUTHORITIES
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`
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`Page(s)
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`CASES
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`Buckley Check Cashing v. Cardegna,
`546 U.S. 440 ..................................................................................................................................... 8
`
`Prima Paint Corp. v. Flood & Conklin Mfg. Co.,
`388 U.S. 395 ..................................................................................................................................... 8
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`ii
`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
`Case: 20-30242 Doc# 43 Filed: 04/13/20 Entered: 04/13/20 18:58:21 Page 3 of 12
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`I.
`
`INTRODUCTION
`
`Uber agrees to arbitrate its indemnification dispute with Levandowski, and therefore does not
`
`oppose the ultimate relief sought in the Motion to Compel Arbitration (Dkt #18) (the “Motion1”);
`
`however, it is important that Uber responds to the Motion for two reasons. First, there are many
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`factual inaccuracies asserted by Levandowski in the Motion. In response, Uber has set forth the
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`facts regarding the disputes so that the Court and parties in interest are not misled by the assertions
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`made in the Motion and the Court has a full picture of the nature of the disputes between the parties.
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`Second, Uber rescinded the Indemnification Agreement several months prior to the inception
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`of Levandowski’s bankruptcy case because it was procured by his fraud. Accordingly, any
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`determination about Uber’s rescission of the Indemnification Agreement should be fully preserved
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`and determined in the arbitration. Because Uber agrees to arbitrate the dispute over its rescission of
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`the Indemnification Agreement as well as all other issues relating to the indemnification disputes,
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`the Court should enter an order denying Levandowsi’s motion as moot.
`
`II. FACTUAL STATEMENT
`
`A.
`
`To Induce Uber to Acquire His Company and Enter Into the Indemnification
`Agreement, Levandowski Repeatedly Told Uber He Was Not Bringing any Google
`Confidential Information With Him.
`
`In the fall of 2015, Uber and Levandowski began discussions regarding a potential
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`commercial deal between Uber and the new company that Levandowski was planning to form,
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`which eventually became Ottomotto LLC (“Otto”). By February 22, 2016, Uber and Levandowski
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`had entered into a non-binding term sheet for Uber’s acquisition of Otto. Prior to agreeing to the
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`transaction, Uber and Otto, through their outside lawyers, hired a third-party forensic investigator,
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`Stroz Friedberg, to gather facts and documents to confirm and ensure that Levandowski (and others)
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`did not bring any proprietary or confidential Google material to Otto, and would not bring any such
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`information to Uber.
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`As part of this Stroz process, Levandowski (and the other diligenced employees at Otto)
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`expressly promised that “to my best knowledge I returned to Former Employer and have not retained
`
`
`1 To the extent not otherwise defined herein, all defined terms shall have the meaning ascribed to them in the Motion.
`
`
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`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
`Case: 20-30242 Doc# 43 Filed: 04/13/20 Entered: 04/13/20 18:58:21 Page 4 of 12
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`Former Employer confidential or proprietary documents or information or property (including but
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`not limited to hardware and software) after my employment with Former Employer.” See Ex. 1 at
`
`¶ 4.2 Levandowski further attested that he “provided good faith, complete and truthful responses in
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`all material respects to Stroz’s questions” and “that all of the information I have provided to Stroz is
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`true and correct in all material respects.” Id. at ¶ 6.
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`Once Uber decided to move forward with the acquisition, it required Levandowski to sign a
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`written employment agreement, which provided that “you shall not use or disclose any trade secrets
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`or other proprietary information or intellectual property in which you or any other person has any
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`right title or interest” and that “You represent and warrant to the Company that you have returned or
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`destroyed all property and confidential information belonging to any prior employer.” Levandowski
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`also signed a Confidential Information and Invention Assignment Agreement pursuant to which he
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`promised “I will not disclose to the Company or use any inventions, confidential or non-public
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`proprietary information or material belonging to any previous client, employer or other party. I will
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`not induce the Company to use any inventions, confidential or non-public proprietary information, or
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`material belonging to any previous client, employer or any other party.”
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`The provisions in these agreements reflected and confirmed Uber’s clear understanding that
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`Levandowski and everyone else from Otto had no intention of bringing any confidential Google
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`information to Uber, would never do any such thing, and had taken no steps to do any such thing.
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`Uber relied on these assurances from Levandowski when it entered into the April 11, 2016,
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`Indemnification Agreement.3 If Uber had known that Levandowski had deliberately downloaded
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`Google confidential trade secrets to use those secrets while at Uber, then Uber would not have
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`completed the Otto acquisition, and would not have entered into the Indemnification Agreement.
`
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`2 All exhibits are attached to the Declaration of Hamish Hume.
`3 The agreement was executed by an Uber subsidiary named Apparate International, which has since been dissolved.
`
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`2
`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
`Case: 20-30242 Doc# 43 Filed: 04/13/20 Entered: 04/13/20 18:58:21 Page 5 of 12
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`B. When Google Separately Sued Both Levandowski and Uber, Uber Initially Trusted
`Levandowski’s Explanations of What Happened.
`
`On October 28, 2016, Google filed and served two arbitration demands against Levandowski
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`alleging breach of fiduciary duty, breach of the duty of loyalty, breach of his employment
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`agreements relating to misuse of confidential information4, breach of non-solicitation provisions and
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`breach of noncompetition provisions. Google alleged that Levandowski violated his duties to
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`Google beginning in 2012 by forming an entity eventually named Tyto LiDAR (“Tyto”). Google
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`also alleged that Levandowski violated his duties to Google beginning in late 2015 when he began
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`planning to establish Otto, solicited Google employees to join the company, and used confidential
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`Google compensation information to recruit those employees. The arbitrations were consolidated
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`(hereinafter “the Google arbitration”).
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`On November 3, 2016, Levandowski informed Uber of the arbitration. Since Uber did not
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`yet know the truth about what Levandowski had done (and certainly did not know that he had stolen
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`trade secrets, which was not even alleged in the arbitration), Uber agreed to advance the costs of
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`Levandowski’s defense under the Indemnification Agreement.
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`On February 23, 2017, Waymo LLC, a wholly-owned subsidiary of Alphabet Inc. and sister
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`company to Google Inc.,5 filed a lawsuit in the Northern District of California against Uber alleging
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`violations of the Defense of Trade Secret Act, violations of the California Uniform Trade Secret Act,
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`and patent infringement claims. In its complaint, Waymo alleged that approximately a month before
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`his departure, Levandowski had downloaded roughly 14,000 files from a Google server containing
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`confidential information.
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`In response to Waymo’s allegations, Levandowski assured everyone at Uber that he had not
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`taken any trade secrets to use at Uber. In an “all hands” meeting held at Uber soon after the Waymo
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`case was filed, Levandowski explained that he would download information while at Google in
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`order to work from home, providing an innocent explanation for the alleged “downloading.” Ex. 2
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`4 These allegations had nothing to do with any allegation of trade secret misappropriation.
`5 Waymo is the wholly-owned Alphabet subsidiary that conducts its self-driving car technology business. It previously
`had been operated as a division within Google called “Chauffeur.”
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`3
`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
`Case: 20-30242 Doc# 43 Filed: 04/13/20 Entered: 04/13/20 18:58:21 Page 6 of 12
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`at 14:23-17:16. Later, Levandowski also told Uber that he had downloaded some files while at
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`Google “because he was worried that Google was not going to pay him his bonus and he wanted to
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`be able to demonstrate the work he had done in order to earn that bonus.” Ex. 3 at ¶ 6. At the time
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`Levandowski left Google, Google owed him tens of millions of dollars in promised bonus payments
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`that were not due to be paid until six months after his departure; so Levandowski was explaining that
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`he took the information to show the substantial work he had done, in case Google failed to make the
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`bonus payment. Levandowski also said he no longer had the files he had downloaded because he
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`had deleted them. In addition, Uber did not believe it had any Google trade secret information in its
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`possession, as it had taken ample precautions to ensure that never happened. Uber further undertook
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`a series of employee interviews and forensic reviews to confirm that this never happened. This
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`process lasted many months as part of the Waymo litigation, both before and after the court entered a
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`preliminary injunction requiring a very detailed forensic review process.
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`C.
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`On April 2, 2018, Before the Arbitration Hearing, Uber Notified Levandowski That It
`Would Not be Required to Indemnify Levandowski For Any Final Award, and Would
`Instead Have a Right to Recover Fees From Him.
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`Levandowski’s motion asserts that Uber embraced the Indemnification Agreement,
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`repeatedly affirmed its obligations to indemnify Levandowski until after the final award, and
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`somehow benefited from this. That is false. Uber received no benefits. Further, Uber told
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`Levandowski before the arbitration hearing even began that he was not entitled to indemnification.
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`The Indemnification Agreement required Levandowski to testify in the arbitration dispute
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`with Google. During the week of January 8, 2018, Uber learned that even though the Google
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`arbitration did not involve any allegations of criminal wrongdoing or of trade secret theft,
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`Levandowski nonetheless planned to broadly invoke his Fifth Amendment rights during his
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`deposition taken in discovery in the arbitration. Ex. 4.6 On January 15, 2018, Uber emailed
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`Levandowski’s counsel noting that “It is Uber’s view that it would be better for the defense of the
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`claims in the [Google] arbitration if Mr. Levandowski would testify to the issues raised in the
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`arbitration, rather than invoke the 5th Amendment.” (Id.) Nevertheless, Levandowski refused. At
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`6 Levandowski had previously invoked the Fifth Amendment in the Waymo litigation. Because of his failure to
`cooperate fully in the investigation of the claims in that litigation, Uber terminated his employment on May 26, 2017.
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`4
`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
`Case: 20-30242 Doc# 43 Filed: 04/13/20 Entered: 04/13/20 18:58:21 Page 7 of 12
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`his deposition, he invoked his Fifth Amendment rights to every substantive question posed to him.
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`He thereby breached his obligations under the Indemnification Agreement. This also illustrates that
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`Uber never exercised “control” over Levandowski’s litigation. Uber received no benefits from
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`paying Levandowski’s defense costs.
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`On April 2, 2018, four weeks prior to the arbitration hearing between Levandowski and
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`Google, Uber wrote a letter to Levandowski’s counsel to provide Levandowski notice of Uber’s
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`intent to “exercise all of its rights to disclaim or avoid liability under the Indemnification Agreement
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`and to recover the attorney fees and costs Uber has been paying for Mr. Levandowski’s defense.”
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`Ex. 5. Uber explained that “Uber would not be required to indemnify Mr. Levandowski for any final
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`judgment in the [Google] Arbitration, and instead is going to be entitled to recover from Mr.
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`Levandowski the fees and costs it has paid on his behalf.” (Id.) Uber stated that Levandowski was
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`in material breach of the Indemnification Agreement by his unjustifiable assertion of the Fifth
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`Amendment at his deposition. (Id.) Uber also explained that Google’s claims relating to
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`Levandowski’s involvement with Tyto were Excluded Claims under the Indemnification Agreement.
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`(Id.) Uber received no responsive letter.
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`While Levandowski later tried to change his position to testify in the arbitration hearing, the
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`panel did not allow it given his refusal to testify in his deposition. The Google arbitration hearing
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`began on April 30, 2018, and concluded on May 11, 2018. Levandowski did not testify. On March
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`28, 2019, the Google arbitration panel issued an Interim Award against him.
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`D.
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`Levandowski Was Then Indicted by Federal Prosecutors for Trade Secret Theft,
`Providing Strong Evidence That He Had Been Lying All Along, and Had Fraudulently
`Induced Uber to Enter Into the Indemnification Agreement.
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`On August 15, 2019, Levandowski was indicted on 33 counts of theft and attempted theft of
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`trade secrets. The indictment was not publicly announced until August 27, 2019.
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`E. Within Three Days of Learning About the Indictment, Uber Notified Levandowski
`That the Indemnification Agreement Was Rescinded Based on His Fraud and Was Null
`and Void Based on His Misconduct.
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`On August 30, 2019, three days after the indictment was made public, Uber notified
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`Levandowski’s counsel in writing that the Indemnification Agreement was rescinded because it had
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`been procured by Levandowski’s fraud, including his fraudulent concealment of the facts alleged in
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`5
`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
`Case: 20-30242 Doc# 43 Filed: 04/13/20 Entered: 04/13/20 18:58:21 Page 8 of 12
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`the indictment. Ex. 6. Uber had never received any benefits from Levandowski under the
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`Indemnification Agreement, and had nothing to return to him as a result of the rescission.
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`Uber’s August 30, 2019, letter also explained that even if the Indemnification Agreement
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`were not rescinded, Levandowski would have no rights to enforce it because (a) he had committed a
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`“Post-Singing Specified Act,” which was defined to include “retaining, not returning … or
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`possessing” confidential information from a former employer, and which rendered any
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`indemnification obligation to Levandowski null and void, and (b) Levandowski had materially
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`breached the Indemnification Agreement by refusing to testify and failing to cooperate. Further,
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`Uber explained that Google’s claims related to Levandowski’s Tyto conduct were Excluded Claims
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`under the Indemnification Agreement.
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`On September 27, 2019, Uber advised Levandowski that “[i]n the spirit of compromise and
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`good will,” Uber would pay Levandowski’s counsels’ bills through September 25, 2019, the date on
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`which the Panel declared the hearing closed. Ex. 7. Uber would also pay fees for any “additional
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`work related to the arbitration [that] becomes necessary between September 25, 2019, and the date
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`on which the Panel issues any Final Award.” (Id.) But Uber reiterated its position that it would not
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`pay any other fees, or indemnify Levandowski for the Final Award itself. (Id.)
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`On December 6, 2019, the Google arbitration panel issued a final award against
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`Levandowski.7 The total amount of the award against Levandowski only was approximately $180
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`million (not including other amounts for which he was held jointly and severally liable with his
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`former colleague Lior Ron).
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`F.
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`Levandowski’s Recent Agreement to Plead Guilty to Trade Secret Theft Proves That
`Uber’s Rescission Was Proper and That the Indemnification Agreement is
`Unenforceable.
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`On March 19, 2020, the United States attorney for the Northern District of California filed a
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`Plea Agreement with Levandowski in which Levandowski agreed to plead guilty to a count of theft
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`and attempted theft of trade secrets in violation of 18 U.S.C. § 1832(a)(1), (2), (3) & (4). Ex. 8 at
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`¶ 1. In the plea agreement, Levandowski admits that he downloaded a Google trade secret “with the
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`7 On December 24, 2019, the arbitration panel issued a Corrected Final Award, dated December 6, 2019, nunc pro tunc.
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`6
`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
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`intent to use it for the benefit of someone other than Google. In particular, I intended to use the
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`Chauffeur Tracking Document to benefit myself and Uber.” Id. at ¶ 3. Levandowski’s change of
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`plea and sentencing hearing is currently scheduled for August 4, 2020. The sentencing guidelines
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`range for the count to which Levandowski has agreed to plead guilty is 18 to 24 months.
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`The facts set forth in the plea agreement were fraudulently concealed from Uber at the time
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`that it entered into the Indemnification Agreement, and contradicted express promises made by
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`Levandowski. Had Uber known those facts, it would not have entered into that Agreement. Thus,
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`the plea agreement proves that Uber’s rescission of the Agreement was proper.
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`G.
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`Furthermore, Even if the Indemnification Agreement Were Enforceable, a Substantial
`Portion of the Google Judgment is Allocable to an Excluded Claim and Hence Not
`Subject to Indemnification.
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`Under the Indemnification Agreement, if it is enforced despite Levandowski’s fraudulent
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`concealment of his misdeeds, Uber is not obligated to provide indemnification for any “Excluded
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`Claim.” That term is defined as any claim that arises or results from actions that “either (A) were
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`not truthfully disclosed by the Diligenced Employees [to Stroz] in response to relevant inquiries in
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`connection with the due diligence performed by [Stroz], or (B) were not contained or reflected in the
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`due diligence materials provided by the Diligenced Employees to [Stroz].”8
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`Levandowski did not “truthfully disclose” his involvement with Tyto in response to “relevant
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`inquiries” made during his March 22-23, 2016, diligence interview with Stroz. Nor was the relevant
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`information about Levandowski’s involvement with Tyto “contained or reflected in the due diligence
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`materials provided by” Levandowski to Stroz. Accordingly, Uber is not obligated to indemnify
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`Levandowski for the portion of the Google arbitration award allocable to the Tyto claims. Uber
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`believes that at least 75% of the final award against Levandowski is allocable to the Tyto claims, and
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`hence to Excluded Claims. Thus, even if all of Uber’s other defenses were somehow overcome,
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`Uber still could not be liable for more than 25% of the final award.
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`8 See Declaration of Neel Chatterjee, Ex. 1 at Ex. A (“Indemnification Agreement”) at § 2.1(b)(iii).
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`7
`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
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`III. RESPONSE TO RELIEF REQUESTED
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`The case law cited in Levandowski’s motion makes clear that it is for the arbitrators, not the
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`courts, to decide whether an agreement that contains an arbitration clause has been fraudulently
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`procured and is, therefore, validly rescinded.9 Based on that case law and on its independent
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`willingness to arbitrate all of these matters, Uber agrees that the dispute over the rescission issue
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`(and all other indemnification disputes) can and should be resolved in arbitration.
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`Uber filed its answer to Levandowski’s arbitration demand on April 13, 2020. In that
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`answer, Uber stated that it was voluntarily agreeing to arbitrate all disputes relating to
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`Levandowski’s indemnification claim, and that its agreement to do so should not, and could not, be
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`construed as accepting the enforceability of the Indemnification Agreement. Uber advanced all of
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`its defenses to Levandowski’s arbitration demand, including (a) that the Indemnification Agreement
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`has been rescinded because Levandowski fraudulently concealed from Uber material facts that, had
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`they been disclosed, would have caused Uber not to enter into that Agreement; (b) that the
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`Indemnification Agreement is null and void because Levandowski committed a “Post-Signing
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`Specified Bad Act” as defined in the Indemnification Agreement; (c) that Levandowski materially
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`breached the Indemnification Agreement by not testifying or cooperating in the case, and thereby
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`lost his ability to claim benefits under the Agreement; and (d) that, even if the Indemnification
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`Agreement were somehow held to be enforceable, Uber would not be obligated to indemnify
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`Levandowski for any Excluded Claim, as defined in the Indemnification Agreement (which thereby
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`excludes any possible indemnification for at least 75% of the award, which is allocable to the Tyto
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`misconduct).10
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`9 See e.g. Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 403-04 (1967) (where party claimed it had
`been fraudulently induced into a contract that contained an arbitration provision, but the fraud did not relate to the
`arbitration provision specifically, Court held the Federal Arbitration Act “does not permit the federal court to consider
`claims of fraud in the inducement of the contract generally”); Buckley Check Cashing v. Cardegna, 546 U.S. 440, 445-46
`(2006) (since “an arbitration provision is severable from the remainder of the contract,” the FAA requires all challenges
`to the validity of a contract containing an arbitration clause, including claims of fraudulent inducement, rescission, and
`illegality, to be decided by the arbitrator in the first instance, “unless the challenge is to the arbitration clause itself”).
`10 In the unlikely event that the arbitrators conclude that any of Uber’s defenses need to be plead as counterclaims, Uber
`will promptly file a motion with this Court seeking relief from the automatic stay to bring such counterclaims.
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`8
`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
`Case: 20-30242 Doc# 43 Filed: 04/13/20 Entered: 04/13/20 18:58:21 Page 11 of
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`In light of Uber’s agreement to arbitrate, Uber will not burden the Court with a refutation of
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`Levandowski’s arguments against rescission. Suffice it to say that Levandowski completely ignores
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`the principal basis for Uber’s rescission, which is his fraudulent concealment of the fact that he
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`secretly committed a crime by stealing trade secrets with the intent to use them at Uber. If Uber had
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`known that, it never would have entered into any agreements with Levandowski.
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`For the foregoing reasons, Uber requests that the Court issue an order denying
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`IV. CONCLUSION
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`Levandowski’s motion as moot.
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`Dated: April 13, 2020
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`PACHULSKI STANG ZIEHL & JONES LLP
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`/s/ John w. Lucas
`Debra I. Grassgreen
`Jeremy V. Richards
`John W. Lucas
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`and
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`HAMISH P. M. HUME
`hhume@bsfllp.com (pro hac vice forthcoming)
`JESSICA E. PHILLIPS
`jphillips@bsfllp.com (pro hac vice forthcoming)
`BOIES SCHILLER FLEXNER LLP
`1401 New York Avenue, N.W., Suite 1100
`Washington, DC 20005
`Telephone: (202) 274-1122
`Facsimile: (202) 237-2727
`
`Attorneys for Creditor Uber Technologies, Inc.
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`9
`UBER’S RESPONSE TO MOTION TO COMPEL ARBITRATION
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