This Middleware Provider Agreement between DoorDash and Middleware Provider is subject to the DoorDash Middleware Provider Terms (available at www.doordash.com/partner/middleware-terms) and is made and entered into on the date that Middleware Provider accepts the terms herein by selecting the "I Agree" checkbox and submitting their account for review on the DoorDash Developer Portal.(collectively, this document and the Middleware Provider Terms are the " Agreement"). DoorDash and Middleware Provider shall collectively be referred to as " Parties" and individually as a " Party". Capitalized terms not defined herein have the meaning prescribed below or in the Middleware Provider Terms. For the purposes of this Agreement, "DoorDash Developer Portal" shall mean DoorDash's proprietary technology system that enables Partner to access various DoorDash API.
DoorDash shall invoice Middleware Provider for the fees described in Section 1(c) and (d) below (the " Service Fees") and all tips paid by End User on a monthly basis. DoorDash may change the pricing set forth below upon written notice to Middleware Provider.
- " Preferred Pricing" is available only to Merchants who select DoorDash as either their exclusive delivery provider or offer DoorDash the first right of refusal of deliveries for all stores within DoorDash's service areas.
- Retail Returns : If returns are enabled, returns are 60% of the Service Fee. Perishable items are not eligible for return.
- Service Fee for Standard Deliveries (Preferred Pricing):
- $7.00 USD per delivery for deliveries executed within the United States
- $8.50 CAD per delivery for deliveries executed within Canada + applicable provincial taxes
- Service Fee for Standard Deliveries (without Preferred Pricing):
- $10.99 USD per delivery for deliveries executed within the United States
- $12.99 CAD per delivery for deliveries executed within Canada + applicable provincial taxes
2. PAYMENT TERMS
- Right of First Refusal / Preferred Partner. Eligible for Preferred Pricing If DoorDash has exclusivity terms in place with Merchant, then Middleware Provider shall only offer a delivery request from a Merchant to a local fulfillment provider other than DoorDash if the DoorDash Delivery API indicates that DoorDash is not able to fulfill a specific delivery request.
- Invoice Middleware Provider. DoorDash will invoice Middleware Provider on a monthly basis for the applicable Service Fee, as set forth in Section 1 above and all tips owed by the Merchants. Payment shall be due fourteen (14) days after the invoice is sent.
3. CONDITIONS OF USE
Middleware Provider shall comply with the Conditions of Use described in this Section at all times during the Term.
Conditions of Use:
- Prohibited items. Middleware Provider shall ensure that the Delivery API is not used for delivery of the following items to End Users; unless otherwise approved by DoorDash:
- People, wildlife, animals, or remains/parts;
- Illegal items; stolen goods;
- Fireworks, explosives, firearms, weaponry, ammunition, and their parts; information on how to make such devices;
- Items encouraging violent or illegal activity;
- Sexually explicit or obscene adult items or materials;
- Any of the following without a signed addendum with DoorDash:
- Tobacco/vape products
- Cold medicine, pharmaceutical products, over-the-counter medications, vitamins, medical devices, or supplements
- Recreational drugs or drug paraphernalia, including but not limited to cannabis or CBD products, Kratom, or inhalants including nitrous oxide;
- Any single item exceeding 50 lbs;
- Any other item that is prohibited for delivery without a permit or license under applicable local laws;
- Hazardous materials, including medical waste, or poisonous or flammable items, except for materials that are:
- (i) ORM-D or (ii) limited quantity shipment AND a Consumer Commodity, AND
- In quantities that do not require placarding
- Money, gift cards, lottery tickets, or transferable securities;
- Items "prepared tableside";
- Raw meats or shellfish;
- Endangered animal or wildlife products; items made of endangered animal or wildlife products (ivory, rhino horn, eurasian caviar, bushmeat, foie gras);
- Items that promote hate or terrorist groups;
- Products that claim or promote specific medical outcomes;
- Any items that are likely to be perceived as threatening, obscene, harassing, inappropriate, or otherwise violate any applicable terms and conditions that govern your relationship with DoorDash.
DoorDash reserves the right to remove or decline to list, transport, ship, deliver, or otherwise make available through its service any of the above items or any other items that DoorDash in its sole discretion deems may be unsafe or inappropriate.
- Malware. Middleware Provider shall not perform any action with the intent of introducing to DoorDash's systems, products, or services (including the Delivery API) any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
- Service degradation. Middleware Provider shall not degrade others' use of the DoorDash Platform or do any kind of brute force or load testing using or in relation to the Delivery API.
- Data mining. Middleware Provider shall not crawl, scrape or otherwise index information on the DoorDash Platform without prior written consent from DoorDash.
- Spam. Middleware Provider shall not use the Delivery API to send spam or distribute unsolicited advertising material.
4. LEGAL TERMS
- Background. The Agreement and any Addenda shall be considered confidential information of DoorDash, and Middleware Provider will not disclose them to any third party.
- Representations. By executing this Agreement, Middleware Provider agrees to Middleware Provider Terms, linked above. By executing this Agreement, the person signing this Agreement (a) represents that he/she has read the Middleware Provider Terms and this Agreement carefully, (b) represents that he/she has the authority to bind the Middleware Provider, and (c) agrees to be bound by the Middleware Provider Terms.
- Change in Law. In the event of a material change in independent contractor classification law (or enforcement thereof) that increases costs for DoorDash's business, DoorDash may, with 15 days' written notice, pass through fees to the Middleware Provider generated directly as a result of such change in law in the affected jurisdiction(s); provided that the Middleware Provider may terminate this Agreement in part with respect to the affected jurisdiction by providing DoorDash with 15 days' written notice from the date of DoorDash's notice.
- Effecting the Pass Through. Pursuant to Change in Law section above, DoorDash will be passing through $2 per Drive order to Merchant with respect to Merchant's stores in California. Merchant agrees that this Amendment satisfies DoorDash's notice requirement set forth in the Change in Law provision.
- Arbitration and Class Actions. The Middleware Provider terms contain provisions that govern how claims are resolved, including claims that arose before the effective date of this Agreement. In particular, the Dispute Resolution section of the Middleware Provider Terms sets forth the arbitration agreement which will, with limited exceptions, require disputes between the parties to be submitted to binding and final arbitration. Unless Middleware Provider opts out pursuant to the Middleware Provider Terms, (1) Middleware Provider will only be permitted to pursue claims and seek relief against DoorDash on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) Middleware Provider is waiting the right to seek relief in a court of law and have a jury trial.
- Warranties and Limitations. The Middleware Provider Terms also contain, among other things, warranty disclaimers, liability limitations, and use limitations. DoorDash may revise the Middleware Provider Terms from time to time. DoorDash will notify Middleware Provider of material revisions pursuant to the Middleware Provider Terms. By continuing to access or use the DoorDash platform after those revisions become effective, Middleware Provider agrees to be bound by the revised Middleware Provider Terms.
Confidential – DoorDash, Inc. 11.02.2021 (HM)