ICA - Aus - English - Dx (Section 12 - 16)

XIV. PROPRIETARY RIGHTS AND LICENSES

1. All copyright, database rights, trademarks (whether registered or unregistered), design rights (whether registered or unregistered), patent applications, patents, and other intellectual property rights of any nature in the DOORDASH platform together with the underlying software code and any and all rights in, or derived from the DOORDASH platform are proprietary and owned either directly by DOORDASH or by DOORDASH’s licensors and are protected by applicable intellectual property and other laws. CONTRACTOR agrees that they will not use such proprietary information, materials, or intellectual property rights in any way whatsoever except for by use of the DOORDASH platform to perform the Contracted Service in compliance with the terms of this Agreement. No portion of the DOORDASH platform may be reproduced in any form or by any means, except as expressly permitted in the terms of this Agreement. CONTRACTOR agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the DOORDASH platform or any intellectual property rights therein in any manner, and CONTRACTOR shall not exploit the DOORDASH platform or any intellectual property rights therein in any unauthorized way whatsoever.

2. DOORDASH hereby grants CONTRACTOR a non-exclusive, non-transferable, non-sublicensable, revocable license to use the DOORDASH platform solely for their lawful use to perform the Contracted Services in accordance with these terms of this Agreement. DOORDASH retains all rights, title, and interest in and to the DOORDASH platform and its other intellectual property rights therein. Any such license shall terminate upon termination of this Agreement.

3. CONTRACTOR acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by CONTRACTOR to DOORDASH regarding the DOORDASH platform are provided freely and shall become the sole property of DOORDASH. DOORDASH shall own exclusive rights of such Submissions, including all intellectual property rights therein, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to CONTRACTOR.

XV. LEGAL PROCESSES AFFECTING DASHER ACCOUNTS

1. If any claim, proceeding, action, complaint or other legal process (“Legal Process”) is brought against CONTRACTOR’S Dasher account, DOORDASH will not contest on CONTRACTOR’S behalf any such Legal Process and may take action to comply with such Legal Process as DOORDASH determines to be appropriate in the circumstances without liability to CONTRACTOR. CONTRACTOR agrees that DOORDASH may honor Legal Process that is served personally, by mail, email or facsimile transmission at any DOORDASH facility or at the office of any agent authorized by appointment or by law to receive service on behalf of DOORDASH, even if such service is insufficient under law.

2. If Legal Process is brought against CONTRACTOR’S Dasher account, DOORDASH may prohibit CONTRACTOR from utilizing payment options other than weekly direct deposits (i.e., prohibiting use of “Fast Pay,” “DasherDirect” or other payment alternatives that DOORDASH may offer to CONTRACTOR). CONTRACTOR shall be liable to DOORDASH for any amounts received by CONTRACTOR through payment options other than weekly direct deposit that otherwise would have been withheld pursuant to such Legal Process, and DOORDASH may recoup or offset such amounts from any obligation owed by DOORDASH to CONTRACTOR.

3. CONTRACTOR acknowledges that Legal Process against CONTRACTOR’S Dasher account may result in delays in payments to CONTRACTOR. DOORDASH shall not be liable to CONTRACTOR on account of any losses resulting from such delay.

XVI. TERMINATION OF AGREEMENT

1. CONTRACTOR may terminate this Agreement upon seven (7) days written notice. DOORDASH may terminate this Agreement and deactivate CONTRACTOR’S Dasher account only for the reasons set forth in the DOORDASH Deactivation Policy, or for a material breach of this Agreement. . Notwithstanding the foregoing, DOORDASH reserves the right to temporarily remove access to the DOORDASH platform for the purposes of timely investigation where fraud or abuse is suspected, including circumvention of compliance with Legal Process, or when deemed necessary to protect the safety and security of DoorDash users.

2. Notwithstanding any other provision in this Agreement, DoorDash reserves the right to modify the Deactivation Policy if, in DoorDash’s reasonable discretion, it is necessary to do so for the safe and/or effective operation of the DoorDash platform. DOORDASH shall provide notice of any such changes to CONTRACTOR via e-mail. Changes to the Deactivation Policy shall be effective and binding on the parties upon CONTRACTOR’s continued use of the DOORDASH platform following DOORDASH’s e-mail notice of such modifications. Nothing will prevent CONTRACTOR from attempting to negotiate an exemption from any modification to the Deactivation Policy.

3. CONTRACTOR's and DOORDASH's obligations and rights arising under the Mutual Arbitration Provision of this Agreement shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon DOORDASH’S provision of notice to CONTRACTOR via e-mail.

XVII. MODIFICATION

DOORDASH may modify this Agreement at any time. When DOORDASH makes material changes to this Agreement, it will post the revised Agreement on the DOORDASH Platform and update the “Last Updated” date at the top of the Agreement. DOORDASH will also provide CONTRACTOR with notice of any material changes before the date the revised Agreement becomes effective. If CONTRACTOR disagrees with the revised Agreement, CONTRACTOR may terminate the Agreement immediately as provided herein. If CONTRACTOR does not terminate the Agreement before the date the revised Agreement becomes effective, CONTRACTOR’s continued access to or use of the DOORDASH platform will constitute acceptance of the revised Agreement. DOORDASH may modify information on any website hyperlinked from this Agreement from time to time, and such modifications shall be effective upon posting. Continued use of the DOORDASH platform after any such changes shall constitute CONTRACTOR’s consent to such changes.

XVIII. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER

1. This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed or amended in any respect, unless in writing and signed by both parties or unless DOORDASH modifies the Agreement pursuant to Section XVII.. Before accepting any modifications, alterations, changes or amendments, CONTRACTOR shall have the right to discuss any proposed changes with DOORDASH and consider whether to continue its contractual relationship with DOORDASH. This Agreement supersedes any prior contract between the parties. To the extent DOORDASH's consumer facing Terms and Conditions Agreement (or updated consumer facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement prevails. However, the decision to opt-out of the Mutual Arbitration Provision in this Agreement does not affect the enforceability of any arbitration agreement in the consumer facing Terms and Conditions Agreement to which Contractor may be bound (and vice versa). This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that DOORDASH may assign its rights and obligations under this Agreement to an affiliate of DOORDASH or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to DOORDASH shall be deemed to include such successor(s).

2. The failure of DOORDASH or CONTRACTOR in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.

XIX. THIRD PARTY SERVICES

1. From time to time, DOORDASH may enable CONTRACTOR to receive services from other third parties while using the DOORDASH platform. CONTRACTOR understands that these services are subject to the terms and conditions of each third-party provider. CONTRACTOR agrees that DOORDASH is not responsible and may not be held liable for these services or the actions or omissions of any third-party provider.

2. Google Maps: As a CONTRACTOR, while using the DOORDASH platform CONTRACTOR may be able to use Google Maps in-app navigation services while performing Contracted Services. If CONTRACTOR does so, CONTRACTOR agree that Google may collect CONTRACTOR’s location data when the DOORDASH platform is running in order to provide and improve Google’s services, that such data may also be shared with DOORDASH in order to improve its operations, and that Google’s terms and privacy policy will apply to this usage. CONTRACTOR can also use any other navigation app outside the DOORDASH platform or none at all.

XX. E-SIGN CONSENT

1. This provision applies to all agreements, policies, terms, notices, authorizations, receipts, confirmations, statements, account histories, disclosures and any other communication (each, a “Disclosure”) that DOORDASH are required by law to provide a CONTRACTOR in connection with any products, services, transactions, or agreements DOORDASH offer or enter into with a CONTRACTOR now or in the future (collectively, the “Services”).

2. CONTRACTOR agrees:

a. DOORDASH may provide any or all Disclosures to CONTRACTOR electronically in any manner, including, but not limited to, via DOORDASH’s website, any DOORDASH app, a hyperlink provided on the DOORDASH website or app, a push notification, an email to the email address CONTRACTOR provides to us, or a text message to the mobile telephone number CONTRACTOR you provided to us.

b. DOORDASH may, but is not required to, notify CONTRACTOR via email, text message or push notification when a Disclosure is available. The Disclosures will be provided to CONTRACTOR in a format that can either be retained, printed or downloaded for CONTRACTORs records.

c. The CONTRACTOR electronic signature has the same effect as if signed in ink.

d. Disclosures DOORDASH provide the CONTRACTOR electronically will have the same meaning and effect as if provided in paper form, regardless of whether CONTRACTOR views those Disclosures.

e. DOORDASH reserves the right to decide whether to provide a Disclosure electronically and whether to request CONTRACTORS electronic signature for any Disclosure.

f. CONTRACTOR verifies that CONTRACTOR can print or save a copy of it for CONTRACTOR records.

3. CONTRACTOR acknowledges and agrees that, in order to view and/or retain copies of the Disclosures, CONTRACTOR will need the following hardware and software:

a. A personal computer or other access device (such as a mobile phone) that is capable of accessing the internet (e.g., a modem and available phone line, a cable internet connection or some other means of access to the internet and an active account with an internet service provider);

b. Internet web browser which is capable of supporting 128-bit SSL encrypted communications, which requires a minimum web browser version of either Microsoft® Internet Explorer version 9, Mozilla Firefox 21, Google Chrome 27+, or Safari on Mac OS X 10.8 and CONTRACTOR system must have 128-bit SSL encryption software;

c. A current version of a PDF reader; and

d. An active email address.

DOORDASH will notify CONTRACTOR if DOORDASH’s hardware or software requirements change and whether any change creates a material risk the CONTRACTOR would not be able to access or retain electronic Disclosures. By continuing to use the Services after receiving any notice of a hardware or software requirements change CONTRACTOR is reaffirming consent to electronic Disclosures.

4. CONTRACTOR may revoke consent to the use of electronic Disclosures by emailing DOORDASH at [email protected]. The legal effectiveness, validity and/or enforceability of electronic Disclosures DOORDASH send prior to CONTRACTOR revoking consent is effective and will not be affected by CONTRACTOR revocation. If the CONTRACTOR revokes consent, or otherwise does not provide consent, DOORDASH may close or limit access to the DOORDASH account and any or all Services.

5. CONTRACTOR agrees that DOORDASH may modify or change the methods of issuing Disclosures as described in this provision, and that DOORDASH may send CONTRACTOR Disclosures in paper form in its discretion. CONTRACTOR can obtain a paper copy of an electronic Disclosure at no charge if CONTRACTOR requests one within a reasonable time after DOORDASH first provided the electronic Disclosure to CONTRACTOR. To request a paper copy of a Disclosure, contact Customer Support at 1800 958 316.

6. CONTRACTOR must provide DOORDASH with a true and accurate primary email address, phone number, and other contact information. CONTRACTOR agrees that it is CONTRACTOR responsibility to notify DOORDASH of any changes to the primary email address, phone number, or any other contact information so that DOORDASH can communicate with CONTRACTOR electronically. CONTRACTOR can update the contact information by contacting Customer Support at 1800 958 316.

7. By accepting this Agreement, CONTRACTOR consents to the terms of this provision and confirms the CONTRACTOR meet the system requirements and has demonstrated an ability to receive, retain, and view electronic Disclosures.

XXI. MISCELLANEOUS

1. CAPTIONS SECTION HEADINGS: Captions and section headings appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.

2. SEVERABILITY Clause: Except as specifically provided in Section XII, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.

3. GOVERNING LAW: Except for the Mutual Artbitration Provision in Section XII above, this Agreement shall be the governed by the laws of the state or territory in which CONTRACTOR performs the majority of the services covered by this Agreement.

4. NOTICE AND OPPORTUNITY TO CURE: CONTRACTOR agrees to notify DOORDASH in writing at https://www.doordash.com/help/ of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that CONTRACTOR's services or scope of work differ in any way from what is contemplated in this Agreement, including but not limited to the terms in Sections II (Contractor's Operations) and III (Contractor's Services), or if the relationship of the parties differs from the terms contemplated in Section IV (Relationship of Parties).

5. PRIVACY POLICY: CONTRACTOR represents and warrants that it has reviewed and understands DOORDASH'S Dasher Privacy Statement, which can be found here. By using the Dasher Services, you consent to all actions taken by DOORDASH with respect to your information in accordance with the Dasher Privacy Statement.

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