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API Documentation Supplement to the Technology License and Terms of Use for Middleware Providers

This API Documentation Supplement (this “Supplement”) to the Technology License and Terms of Use for Middleware Providers (this “Agreement”) is made between DoorDash and User, and is entered into on the date that User first accesses the API Documentation (“Supplement Effective Date”). Capitalized terms not defined in this Supplement are defined in the Agreement.


THE FOLLOWING RECITALS STRIKE AND REPLACE THE RECITALS IN THE AGREEMENT:

  1. DoorDash offers proprietary systems to enable the fulfillment of last mile delivery.
  2. User offers certain software, solutions, websites, dashboards, documentation, materials, APIs, and/or integration(s) to third parties (“Merchants”), and desires to access DoorDash’s API Materials solely for the uses permitted in this Supplement.
  3. User’s use of the API Materials is subject at all times to the terms herein.

IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:

  1. Applicability of the Agreement. The Agreement applies to the Parties in all respects, with the exception of the terms explicitly amended in this Supplement. User shall not integrate its Licensed Application, Middleware API, or other User technology with the Delivery API, or accesses information from the Delivery API, without executing a signed agreement. In the event of any conflict between this Supplement and the Agreement, this Supplement shall control as it pertains to the Permitted Use.
  2. Changes to the Agreement. The items referenced herein apply to the Permitted Use only.
    1. Definitions.
      1. The “API Materials” means the API documentation and information made available to User by DoorDash from time to time, including, without limitation, programmer guides, manuals, materials and information appropriate or necessary for User’s use in accordance with the terms herein.
      2. References to the “DoorDash Platform” and “Delivery API” apply to the API Materials.
      3. References to “Middleware Provider” in the Agreement shall mean “User.” DoorDash acknowledges that the User may not be a Middleware Provider as described in the Agreement.
      4. “User” is the entity that is accessing the API Documentation and its Personnel.
      5. “Permitted Use” is User’s evaluation of the API Materials to determine suitability or feasibility of an integration with the Delivery API and the DoorDash Platform.
    2. Amendments to the Agreement.
      1. To the extent User does not own, use, or license Licensed Applications and/or a Middleware Provider API, references to the Licensed Applications or the Middleware Provider shall not apply.
      2. Section 2 does not apply to User.
      3. Sections 5.2 and 5.3 are struck.
      4. For clarity, the API Materials are considered Confidential Information of DoorDash.
      5. Notwithstanding Section 6, User is not required to add DoorDash as an additional insured.
      6. In addition to the rights and obligations in Section 7, either Party can terminate this Supplement at any time upon written notice to the other Party.
      7. Section 3 is struck and replaced with:
        1. Ownership. DoorDash owns all right, title and interest, including without limitation, all intellectual property rights and other rights in and to its software applications (including but not limited to DoorDash Platform, the DoorDash API and the API Materials), any intellectual property rights used in connection with the software applications, and other proprietary technology, including any data structures therein, accompanying documentation, and any updates or revisions to the foregoing. All rights not specifically conveyed are retained by DoorDash. Each Party agrees that it will not use the other Party’s trademarks, service marks, or trade dress or any similar names, marks, or trade dress (each as the case my be, “DoorDash’s Marks” or “User’s Marks”) without express, written permission from the other Party. This prohibition on using DoorDash’s Marks includes, but is not limited to, use in domain names, on websites or social media accounts, or as the names or titles of software applications or software features or functions.
        2. Licenses. Subject to User's compliance with the Agreement and this Supplement, DoorDash hereby grants User a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable license to access and use the API Materials for the sole purposes of evaluating, developing, and testing an integration of User's technology application with the Delivery API, and to use DoorDash’s Marks for the sole purpose of identifying DoorDash as the source of the Delivery API.
        3. License Restrictions. User will not and will not allow any of User's directors, officers, employees, agents, contractors, or any other person (collectively, “Personnel”) to: (i) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure or organization of the Delivery API, the DoorDash Platform, or any part of any of the foregoing; (ii) sublicense, transfer, distribute or otherwise make available the Delivery API, API Materials, the DoorDash Platform, or any part of any of the foregoing, in any form; (iii) lease, loan or sell the Delivery API, API Materials, the DoorDash Platform, or any part of the foregoing; (iv) create derivative works of or otherwise modify the Delivery API, API Materials, the DoorDash Platform, or any part of any of the foregoing; (v) make any copies of the Delivery API, API Materials, or any part of any of the foregoing, in any form; (vi) attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Delivery API or the DoorDash Platform, including without limitation, any such mechanism used to restrict or control the functionality of any of the foregoing; or (vii) remove or alter any legal, copyright, trademark, watermark, or other proprietary rights notice contained in or on the DoorDash Platform or the API Materials.
        4. Feedback. User may provide DoorDash with comments, ideas or suggestions, concerning the Delivery Platform, the DoorDash API, or the API Materials or User's evaluation and use thereof (collectively, “Feedback”). User hereby grants and agrees to grant DoorDash all rights, title, and ownership of such Feedback (including all intellectual property rights therein), and DoorDash may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to User.
    3. Section 9.1 is struck and replaced with:
      1. EXCEPT WITH RESPECT TO AMOUNTS PAYABLE TO THIRD PARTIES UNDER ARTICLE 8 (INDEMNIFICATION) AND CLAIMS ARISING FROM BREACH OF ARTICLE 4 (CONFIDENTIALITY), (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THE AGREEMENT (INCLUDING THIS SUPPLEMENT), FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND (B) EACH PARTY’S MAXIMUM AGGREGATE LIABILITIES RELATED TO OR IN CONNECTION WITH THE AGREEMENT (INCLUDING THIS SUPPLEMENT) SHALL NOT EXCEED $100,000.
    4. Notwithstanding Section 11.1, DoorDash may revise the terms in this Supplement or the Agreement from time to time.
  3. Conflicts. In the event of any conflict between this Supplement and the Agreement, this Amendment shall control.
  4. Entire Agreement. This Supplements supersedes all prior and contemporaneous agreements, representations and understandings and contains the entire agreement between the Parties as it pertains to the Permitted Use.