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DRIVE DEVELOPER PORTAL TECHNOLOGY LICENSE & TERMS OF USE (2.0)​

This Technology License and Terms of Use (this "Agreement" ) is made and entered into by and between DoorDash, Inc. (" DoorDash") and the individual or entity creating an account on the DoorDash Developer Portal (" you", " your"), and is made and entered into on the date that you accept the terms herein by selecting the "I Agree" checkbox and submitting your account for review (" Effective Date").

WHEREAS:

  1. DoorDash offers a proprietary system ( "DoorDash Drive" ) to enable the fulfillment of local deliveries.
  2. You offer local delivery software solutions to Merchants, retail, and other clients (each, a "Merchant" ) and desire to integrate your product with DoorDash to send mutually agreed End User orders to DoorDash for delivery fulfillment by independent delivery providers ( "Dashers" ).
  3. DoorDash's use of your services and your use of DoorDash's services shall be governed by the terms and conditions herein. DoorDash's services to Merchant shall be governed by such agreement as may be entered into by DoorDash and Merchant and the Merchant Terms of Service (https://help.doordash.com/merchants/s/terms-of-service-us?language=en_US).

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



SECTION 1: Definitions and Interpretation​

The following words and expressions shall have the meanings assigned to them:

  1. " Collected Data" shall have the meaning set forth in Section 3.7.
  2. " Confidential Information" shall have the meaning set forth in Section 4.1.
  3. " Dasher" means an independent delivery courier contracted by DoorDash.
  4. " Delivery API" shall mean the DoorDash application programming interface (API) that will allow the Licensed Applications to exchange information with DoorDash.
  5. " Discloser" means the Party disclosing Confidential Information.
  6. " DoorDash Platform" shall mean the DoorDash technology platform accessed and used by Dashers to fulfill deliveries.
  7. " DoorDash Developer Portal" shall mean DoorDash's proprietary technology system that enables you to access various DoorDash API.
  8. " End User" shall mean the customer that places an order through your software for delivery fulfillment during the term of this Agreement.
  9. " Licensed Applications" shall mean the software and systems that are used by you to provide digital order solutions and services to Merchants and End Users generally, including any associated application program interfaces and technology and any enhancements or modifications, and documentation related, thereto.
  10. " Order" means any order the End User places using your Licensed Applications.
  11. " Personal Information" means any information that relates to or can identify a natural individual.
  12. " Recipient" means the Party receiving Confidential Information.
  13. " Term" shall mean the term of this Agreement. The Term shall begin on the Effective Date and shall remain in force for a period of six (6) months. The Agreement will automatically renew in increments of 6 months (" Renewal Term") unless prior written notice of termination is sent and received by either Party no later than thirty (30) days prior to the end of the Term.

SECTION 2: General Obligations; Commercial Terms; Fees; Refunds​

  1. General Obligations.
    1. DoorDash Responsibilities. During the Term, DoorDash will: (a) provide you with access to the Delivery API to submit requests for deliveries or receive information; (b) forward requests to Dashers, so that Dashers can pick up Merchant Product(s) from the designated Merchant Store(s) to deliver to End Users; and (c) if enabled, provide applicable End User tips to Dashers.
    2. Your Responsibilities. During the Term, you will: (a) via the Delivery API provide information requested by DoorDash including the End User's address, contact information, and any special instructions required for delivery; (b) accept and collect payments from End Users for their respective Orders (if applicable); (c) require that Merchants and End Users consent to receiving notifications about the Order from DoorDash and Dashers prior to End Users placing Orders; (d) use commercially reasonable efforts to ensure the Merchant Products are available for pick up at the quoted time; (e) not route any orders designated for DoorDash to any DoorDash competitor or use DoorDash's name, logo or other intellectual property in any order which will be delivered by a DoorDash competitor; (f) conduct all activities hereunder in accordance with the highest industry standards and in compliance with all applicable laws, rules, regulations, and directives, including, but not limited to, those relating to email marketing and "spamming"; (g) not engage in any email, other marketing or promotion, fax, broadcast, telemarketing or any other similar marketing methods with respect to DoorDash, online or offline, without the prior written consent of DoorDash in each instance; (h) not use any "malware" or "spyware" (including, but not limited to, pop-up banners that hide banners that are displayed on a website, icons placed beside keywords found in text that if clicked will take the visitor to another website, or other similar practices or techniques); (i) not make any false or misleading representations or statements with respect to DooDash; (j) not engage or allow Merchants to engage in any other practices which may affect adversely the credibility or reputation of DoorDash, including but not limited to, using any website in any manner, or having any content on any website, that promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal activities or that violates any intellectual property or other proprietary rights of any third party; (k) comply with all marking requirements, including but not limited to patent, copyright, trademark, and confidentiality notices, issued by the other party from time to time; (l) to the extent applicable, ensure that its personnel are knowledgeable regarding the proper use of DoorDash's Platform and Developer Portal; (m) not engage in any marketing or promotional activity related to DoorDash in any unauthorized area, location, territory or jurisdiction, as defined by DoorDash; and (n) require that Merchants have and will maintain all necessary licenses, approvals and permits as required by applicable law, rule and/or regulation. For clarity, title to Merchant Products transfers from Merchant directly to the End User once the Merchant Product leaves the physical possession of the Merchant.
    3. Hours of Operation. DoorDash will only accept Orders during DoorDash Platform operating hours, which varies by geographic territory and will be separately communicated to you and/or Merchant.
    4. Delivery Radii. To ensure delivery quality, DoorDash will only accept Orders to be delivered within a certain preset delivery radius. DoorDash will separately communicate to you and/or Merchant the maximum applicable delivery radius. Roads, tunnels, and bridges with tolls are excluded from a delivery zone, unless otherwise agreed upon by the Parties.
  2. Commercial Terms.
    1. You are responsible for establishing commercial terms with Merchant for services you agree to provide to Merchant using the Licensed Applications. You shall collect or pay applicable fees from Merchant as provided in the contract between you and Merchant. You shall ensure that your commercial terms with Merchant require Merchant to agree to and comply with the DoorDash Merchant Terms of Service (https://help.doordash.com/merchants/s/terms-of-service-us?language=en_US) at all times.
    2. You shall not make any representation or extend any warranty concerning the DoorDash services and shall not and are not authorized to make any promise or give any assurances of any nature, or make or give any financial commitment, on behalf of DoorDash to any third party.
    3. You shall not issue any statement about DoorDash that could be interpreted as disparaging DoorDash or its operations, even if such statement does not name DoorDash specifically. Nothing in this section prevents a party from making statements as compelled by law or regulation.
  3. Fees and Taxes.
    1. Fees to be paid by one Party to the other Party in connection with this Agreement shall be as set forth herein. All Fees are nonrefundable except as may be provided expressly herein.
    2. Delivery Fees.
      1. You agree to pay DoorDash a delivery fee of USD $9.75 on a per delivery basis for deliveries within a five (5) mile radius (the "Delivery Fee(s)"). DoorDash will charge you an additional fee of $0.75 per incremental mile up to the maximum delivery radius set by DoorDash. DoorDash will charge the credit card provided by you on the Drive Developer Portal for each Order at the time of delivery creation using the Delivery API. DoorDash may reject a delivery if the Delivery Fee transaction is declined by your credit card provided for any reason.
      2. Where enabled by DoorDash, DoorDash may invoice you for the Delivery Fee and all tips paid by End User on a monthly basis. Payment shall be due within fourteen (14) days after the invoice is sent.
      3. DoorDash may change the pricing set forth below upon written notice to you.
    3. Retail Returns. If returns are enabled, returns are 60% of the Delivery Fee. Perishable items are not eligible for return.
    4. Tips. If accessible through the Delivery API, you shall communicate the End User's actual tip amount and order subtotal value to DoorDash. DoorDash will charge you for all tips owed by the Merchants. Unless otherwise agreed to between DoorDash and you, you are not required to enable End Users to provide an optional tip through your platform.
    5. Refunds. You and DoorDash agree to be responsible for refunds only as specifically set forth in a Refunds Matrix provided by DoorDash. Your decision to issue a refund shall not itself obligate DoorDash to provide a refund. Under no circumstance will DoorDash be responsible for providing a refund directly to an End User.
    6. 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 ("Regulatory Fees"), DoorDash may, with 15 days' written notice, pass through fees to the entity receiving invoices (which may be Merchant or Provider) generated directly as a result of such change in law in the affected jurisdiction(s); provided that the entity receiving the invoice 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.
      1. If Merchant has locations in the state(s) below, the Regulatory Fee is listed for Orders in such state(s).
      • Jurisdiction = CA
      • Regulatory Fee = $2
    7. Taxes.
      1. If you are an entity based anywhere outside of Canada, then the following applies: You shall pay any sales, use, or value-added taxes imposed by any taxing authority with respect to your Services or the Fees payable hereunder, including GST (if applicable), provided that you shall not be liable for any taxes related to DoorDash's income. All Fees are payable in U.S. dollars.
      2. If you are a Canadian entity, then the following applies: DoorDash is registered for Canadian Federal, Provincial sales, goods and services, value added and other similar taxes ("Canadian Sales Taxes"). DoorDash will promptly provide evidence of such registration from time to time as may reasonably be required. The Parties agree that for each Order, for purposes of compliance with Canada's Excise Tax Act, you will make a taxable supply of goods to DoorDash and DoorDash will make a taxable supply of services to you. The Parties agree that (i) with regard to your supply of goods to DoorDash, you shall include any Canadian Sales Taxes applicable to each Order and will timely remit such taxes to the appropriate tax authorities; (ii) with regard to DoorDash's performance of services, you will pay applicable Canadian Sales Taxes to DoorDash in addition to amounts payable under this Agreement on the date that it is required to make the payment to which such taxes apply. DoorDash is solely responsible for any penalty and interest charged by any relevant taxing authority in respect of Canada Sales Tax owed in connection with this Agreement as they relate to DoorDash fees charged to you. All Fees are payable in Canadian dollars.

SECTION 3: Licenses; Conditions of Use; Proprietary Rights; Data​

  1. Access to the Licensed Applications. You will provide DoorDash with access to the Licensed Applications through the Delivery API to enable DoorDash to enable deliveries to be made for End Users. You shall be responsible for all costs and expenses to facilitate the integration between the Delivery API and the Licensed Applications.

  2. License to the Licensed Applications. During the Term, You grant to DoorDash and its subsidiaries and affiliates a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, fully paid-up-license to access and use the Licensed Applications and Collected Data, in accordance with the terms of this Agreement. This license to use the Collected Data shall be limited to enabling deliveries to be made to End Users in accordance with this Agreement. DoorDash shall not use or disclose, or cause to be used or disclosed, any Collected Data for any other purpose including, but not limited to, marketing and sales efforts by or on behalf of DoorDash or any of its affiliated entities or any other third parties.

  3. License to the Delivery API. During the Term, DoorDash grants to you a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, fully paid-up license to access the Delivery API solely to transmit information to facilitate Merchant delivery in accordance with the terms of this Agreement.

  4. License Restrictions. Each Party agrees that it will not and will not permit or authorize any third party to undertake the following actions with respect to the other Party's Application: (i) sell, license, rent, resell, lease, assign (except as permitted herein), transfer, or otherwise commercially exploit the Application; (ii) circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorized access to the Application; (iii) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure, or organization of the Application; (iv) use the Application in any manner or for any purpose that violates any law or regulation; and (v) use the Application for a reason other than as specifically provided or intended under this Agreement. For the purpose of this Section, " Application" means the Delivery API as it relates to DoorDash and the Licensed Applications as it relates to you.

  5. Trademark License. During the term of and subject to the terms and conditions of this Agreement, DoorDash grants to you a non-exclusive, non-transferable, non-sublicensable, revocable license to use DoorDash's name and any DoorDash logo(s) provided by DoorDash solely in order to indicate a working relationship with one another, subject to DoorDash's prior written consent, and subject to any usage guidelines established by DoorDash. During the term of and subject to the terms and conditions of this Agreement, you grant to DoorDash a non-exclusive, non-transferable, revocable license to use your name and any logo(s) provided by you solely in order to indicate a working relationship with one another subject to any usage guidelines established by you.

  6. Proprietary Rights. Neither Party shall have any intellectual property rights in the other Party's software, application, products, interface, or other intellectual property. Each Party acknowledges that the ownership, right, title, and interest in and to the other Party's trademarks, name, logo(s), and product and service names rests with the other Party, and both Parties agree that neither will do anything inconsistent with such ownership.

  7. Data Restrictions. You will collect certain limited data ( "Collected Data" ) available from the Licensed Applications through the Delivery API to enable DoorDash to fulfill End User orders. Unless otherwise agreed in writing, the Collected Data shall not include any End User payment information (including, without limitation, End User credit card information), social security numbers, driver's license numbers, personal identification numbers, or other highly sensitive personally identifiable information.

  8. Conditions of Use.

    1. In addition to the obligations outlined in Section 3.4 above,you shall comply with the Conditions of Use described in this Section at all times during the Term.

      • Prohibited items. You 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:
          • Alcohol
          • 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. You 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. You 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. You shall not crawl, scrape or otherwise index information on the DoorDash Platform without prior written consent from DoorDash.
        • Spam. You shall not use the Delivery API to send spam or distribute unsolicited advertising material.

    2. To the extent that the above Conditions of Use apply to your use of the Delivery API to provide your services to Merchants, you shall be responsible for ensuring that such Merchants comply with these Conditions of Use.

    3. In addition to any other remedies available to DoorDash under this Agreement, DoorDash, at its sole discretion, reserves the right to suspend or revoke your License to the Delivery API, in whole or in part, or with respect to specific Merchant(s), with immediate effect, if you violate this Section 3.8 or the Agreement.



SECTION 4: Confidentiality​

  1. Confidential Information. "Confidential Information" includes information about the Discloser's business, including, without limitation, product designs, product plans, software and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions, and know-how to the extent disclosed to the Recipient hereunder, and all other information that the Recipient knew, or reasonably should have known, was Confidential Information of the Discloser. Confidential Information also includes the terms and conditions of this Agreement and the existence of the discussions between the Parties. For the purposes of this Agreement, Confidential Information includes trade secrets as defined under the Uniform Trade Secrets Act. Confidential Information does not include information that is independently developed, that becomes public knowledge through no breach of this Agreement, or that is received from a third party under circumstances that do not create a reasonable suspicion that it has been misappropriated or improperly disclosed.
  2. Treatment of Confidential Information.A Recipient will use commercially reasonable efforts to protect Confidential Information it receives and will use Confidential Information only as necessary to perform its obligations and exercise its rights under this Agreement. A Party which receives Confidential Information under this Agreement may use the Confidential Information only for the purpose of performing its obligations under this Agreement. Each Party acknowledges that the other Party's employees, vendors, subcontractors, and contractors may have access to the Party's Confidential Information. Any employee or contractor given access to any Confidential Information must have a legitimate "need to know" and the Recipient shall remain responsible for each such person's compliance with the terms of this Agreement.
  3. Disclosure of Confidential Information.A Recipient shall: (a) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions Recipient employs with respect to its own confidential materials); (b) not to divulge any Confidential Information to any third party (other than to employees or contractors as set forth below); and (c) not to copy or reverse engineer any materials disclosed under this Agreement or remove any proprietary markings from any Confidential Information. A Recipient will not disclose Confidential Information to third parties other than as permitted under this Agreement or as compelled by a court or regulator of competent authority (and then while taking all reasonable steps to inform the Discloser prior to disclosure and to limit the scope of the disclosure).
  4. End User List(s).Your or Merchant's list(s) of End Users, including End User names and contact information are your and/or Merchant's Confidential Information, as the case may be. For the sake of clarity, nothing in this provision precludes DoorDash from providing services directly to End Users, provided that DoorDash does not use any End User data provided by you or Merchant to solicit such End Users.


SECTION 5: Representations and Warranties​

  1. Mutual. Each Party represents and warrants (a) that it has the legal power and authority to enter into this Agreement, that no authorization or prior approval is required from any third-party in connection with the execution or performance of this Agreement; (b) that it is in compliance with and will comply with all applicable laws and regulations, including with respect to data privacy and security, and pay their share of taxes, duties and governmental charges as required thereunder in connection with this Agreement and its performance; (c) it maintains industry standard security practices with respect to the collection, use, storage, sharing, and transmission of Personal Information; (d) it has in place a comprehensive information security program designed to protect the information under its custody, including all Personal Information; and (e) its information program includes the following safeguards: (i) secure business facilities, data centers, servers, back-up systems, and computing equipment; (ii) network, device application, database, and platform security; (iii) secure transmission, storage, and disposal; (iv) encryption of Personal Information placed on any electronic notebook, portable hard drive, or removable electronic media with information storage capability, such as compacts discs, USB drives, flash drives, and tapes; (v) encryption of Personal Information in transit; and (vi) personnel security and integrity including, but not limited to, background checks consistent with applicable law and the requirements of this Agreement.
  2. DoorDash. DoorDash represents and warrants that it will provide the DoorDash Platform in a manner consistent with general industry standards reasonably applicable to the provision thereof.
  3. You. You represent and warrant that (i) you will provide the Licensed Applications in a manner consistent with general industry standards reasonably applicable to the provision thereof, (ii) that the information provided from the Licensed Applications to the Delivery API will be true and correct; and (iii) that at all times during the Term you shall comply with your responsibilities set forth in Section 2.1.2 of this Agreement ("Your Responsibilities").
  4. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. THE APIs AND APPLICATIONS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND THE PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT.


SECTION 6: Insurance​

  1. Insurance Coverage. Each Party, at its sole cost and expense, shall maintain at all times during the Term, commercially reasonable levels of insurance for the business type of such Party. At a minimum, the Parties shall maintain:
    1. Commercial General Liability on an "occurrence basis," with a limit of not less than $1,000,000 USD combined single limit per occurrence for bodily injury and property damage liability.
    2. Umbrella/Excess Liability with a minimum limit of $2,000,000 USD in excess of the insurance under policies indicated in this Section 6.
    3. Technology Errors and Omissions/Cyber Liability including Network Security/Privacy covering liability for loss or damage due to an act, error, omission, or negligence and for claims arising from unauthorized access to or use of the licensed software under this Agreement in an amount of at least $3,000,000 USD. Such insurance shall include network security and privacy risks, including unauthorized access, failure of security, breach of privacy, wrongful disclosure, or other negligence in the handling of Personal Information, privacy perils, and including coverage for related regulatory defense and penalties. The coverage shall be written on a claims made and reported basis.
  2. All insurance coverages required under this Agreement shall be on an occurrence basis and you shall add DoorDash as an additional insured by endorsement. Such insurance will not replace or reduce each Party's obligations of indemnification under this Agreement.


SECTION 7: Termination​

  1. Termination for Material Change in Law. Either Party can terminate the Agreement during the Term upon thirty (30) days prior written notice to the other Party due to a material change in law that adversely impacts the business or operations of such Party.
  2. Termination for Cause; Reasonable Opportunity to Cure Breach. If a Party breaches any material provision of this Agreement, the non-breaching Party may terminate this Agreement by giving thirty (30) days' notice to the other Party, except that such termination shall not take effect if the breaching Party cures the breach before the end of such thirty (30) day period. Breaches that constitute material breaches shall include, but not be limited to (a) violations of state or federal laws or regulations; (b) violations of Section 4 (Confidentiality); (c) breaches of any representation or warranty set forth in Section 5; (d) any action by a Party as deemed by the other Party to constitute irreparable harm to the reputation and goodwill of such Party; and (e) upon either Party filing for bankruptcy, receivership, liquidation or insolvency.
  3. Effect of Termination. Upon the expiration or termination of this Agreement, DoorDash and you shall immediately cease to market the services of the other Party and cease all use of the trademarks and other intellectual property from the date of termination. Neither Party shall be entitled to any compensation as a result of termination or expiration of this Agreement.


SECTION 8: Indemnity​

  1. Indemnification by DoorDash. DoorDash shall indemnify, defend, and hold harmless you and each of your subsidiaries and affiliates, and each of their respective past or present officers, directors, agents, servants, employees, stockholders, predecessors, successors or assigns against all losses, damages, claims, liabilities, and expenses (including reasonable legal fees) ( "Claims'' ) incurred by you resulting from or relating to: (i) any grossly negligent, willful, or fraudulent acts or omissions of DoorDash (including any grossly negligent, willful, or fraudulent acts or omissions of DoorDash's employees, contractors, or representatives hereunder); (ii) DoorDash's material breach of this Agreement; (iii) any bodily injury (including death) or damage to tangible or real property to the extent caused by DoorDash or its employees, agents, contractors, or subcontractors (including any reckless or willful misconduct); (iv) allegations that the use of the DoorDash Platform or Delivery API infringes, violates, or misappropriates any United States, patent, trademark, or copyright of a third party; and (v) any failure by DoorDash to comply with any applicable federal, state or local laws in the performance of its obligations under this Agreement.
  2. Indemnification by You. You shall indemnify, defend, and hold harmless DoorDash and each of its subsidiaries and affiliates, and each of their respective past or present officers, directors, agents, servants, employees, stockholders, predecessors, successors or assigns against all Claims incurred by DoorDash resulting from or relating to: (i) any grossly negligent, willful, or fraudulent acts or omissions by you (including any grossly negligent, willful, or fraudulent acts or omissions of your employees, contractors, or representatives hereunder); (ii) your breach of this Agreement, including but not limited to a breach of the Conditions of Use (as set forth in Section 3.8 of the Agreement) and the representations, warranties and covenants (as set forth in Section 5.3 of this Agreement); (iii) any bodily injury (including death) or damage to tangible or real property to the extent caused by you or your employees, agents, contractors, or subcontractors (including any reckless or willful misconduct); (iv) allegations that the use of your API or of the Licensed Applications infringes, violates, or misappropriates any United States, patent, trademark, or copyright of a third party; and (v) any failure by you to comply with any applicable federal, state or local laws in the performance of your obligations under this Agreement.
  3. Indemnification Procedures. In connection with any Claim for which a Party is responsible pursuant to this Section 8: (i) the indemnified Party shall notify the indemnifying Party in writing within thirty (30) days after the indemnified Party knew or reasonably should have known of the Claim, provided that failure to provide such notice shall not relieve the indemnifying Party of liability under this Section 8 but in no event shall the indemnifying Party be liable to the extent that such delay directly prejudices the defense of the Claim; (ii) the indemnifying Party has sole control of the defense and all related settlement negotiations, provided that the indemnified Party shall have the right to participate in the defense of such Claim with counsel of its choosing at the indemnifying Party's expense; and (iii) the indemnified Party provides the indemnifying Party with the assistance, information, and authority reasonably necessary to perform the above, provided that reasonable out-of-pocket expenses incurred by the indemnified Party in providing such assistance will be reimbursed by the indemnifying Party. Notwithstanding the foregoing, the indemnifying Party may not, without the indemnified Party's prior written consent, settle, compromise or consent to the entry of any judgment in any such commenced or threatened claim or action, unless such settlement, compromise or consent: (x) includes an unconditional release of the indemnified Party from all liability arising out of such commenced or threatened claim or action; (y) is solely monetary in nature (provided that the indemnified Party is fully indemnified hereunder for such monetary damages), and (z) does not include an admission of fault by the indemnified Party or otherwise adversely affect the indemnified Party.


SECTION 9: Limitation of Liability​

EXCEPT WITH RESPECT TO AMOUNTS PAYABLE TO THIRD PARTIES UNDER SECTION 8 (INDEMNIFICATION) AND CLAIMS ARISING FROM BREACH OF SECTION 4 (CONFIDENTIALITY) (EXCEPT WITH RESPECT TO UNAUTHORIZED ACCESS OR LOSS OF END USER DATA, WHERE A PARTY'S MAXIMUM AGGREGATE LIABILITIES RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED TWO TIMES THE TOTAL AMOUNT PAID OR PAYABLE BY ONE PARTY TO THE OTHER PARTY HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM), NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT, FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND (B) EACH PARTY'S MAXIMUM AGGREGATE LIABILITIES RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY ONE PARTY TO THE OTHER PARTY HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM.



SECTION 10: General​

  1. Entire Agreement. This Agreement supersedes all prior and contemporaneous agreements, representations and understandings and contains the entire agreement between the Parties. DoorDash may revise the terms herein from time to time and will notify you of material revisions. No failure or delay of either Party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.
  2. Assignment. This Agreement shall be binding upon the Parties and their successors and assigns. Neither Party shall have the right to assign or otherwise transfer its rights or delegate its duties under this Agreement without the express written consent of the other Party. Neither Party has any authority to enter into any agreement on behalf of the other Party, draw, accept, or endorse any bill on behalf of the other Party or to use the name of the other Party with respect to its products or services except to the extent as contained herein. Both Parties agree that they shall not transfer their rights under the Agreement to anyone else without the prior written consent of the other Party.
  3. Relationship of the Parties. Notwithstanding any provision herein to the contrary, each Party is an independent contractor with respect to its performance of its obligations hereunder. Nothing contained herein is deemed to create the relationship of principal and agent, or joint venture between the Parties. Neither Party has any right or authority to incur obligations of any kind in the name of, or for the account of, the other Party nor to commit or bind the other Party to any contract or other obligation. Under no circumstances is either Party considered to be, nor will either Party hold itself out as, an employee, agent, franchisee, or joint venturer of the other Party.
  4. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, or electronically via email, addressed to the Parties at the addresses shown at the beginning of this Agreement.
  5. Electronic Signature. The Parties consent to conducting business via electronic transactions and recognize the validity, enforceability and admissibility of any electronic record or any electronic signature created in connection with this Agreement or the relationship contemplated by it. An electronic record of this Agreement and any electronic signature made in connection with this Agreement shall be deemed to have been signed by hand by the Parties.
  6. No Waiver. Nonperformance of either Party, except for the making of payments, shall be excused to the extent where failure to perform is beyond the control and not caused by the negligence of the nonperforming Party.
  7. Press, Non-disparagement. Neither you nor DoorDash shall issue any press release or public statement regarding the relationship between the Parties or the nature of the services without the prior written consent of the other Party. Neither Party shall issue any statement about the other Party that could be interpreted as disparaging the other Party or its operations, even if such statement does not name the other Party specifically. Nothing in this section prevents a party from making statements as compelled by law or regulation as provided in Section 4.3.
  8. Arbitration. This Arbitration Agreement shall apply to all disputes arising from or relating to the subject matter of this Agreement or the relationship between the Parties and their personnel. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. Any dispute, claim or controversy arising out of this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the resulting Award may be entered in any court having jurisdiction. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. This arbitration agreement explicitly supersedes any and all different or contradictory terms included in the Agreement. You 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. You hereby waive the right to seek relief in a court of law and have a jury trial.
  9. Enforceability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement. The prohibition on or unenforceability of any provision in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
  10. Attorneys' Fees. In any legal action to enforce the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys' fees and costs from the other party.
  11. Survival. The rights and obligations set forth herein, which by their nature should, or by their express terms do, survive or extend beyond the termination or expiration of these terms shall so survive and extend.
  12. Jurisdiction. This Agreement is governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws principles thereof. You agree that, except as set forth above in Section 10.8 ("Arbitration"), the parties hereby consent to exclusive jurisdiction in the courts of San Francisco, California.

Confidential - DoorDash, Inc.11.02.2021 (HM) 9/9