Australia Marketplace Product Addendum

DoorDash Merchants

Marketplace Addendum Effective Date: February 1, 2024

This DoorDash Marketplace Product Addendum (this “Marketplace Addendum”) is incorporated into the Agreement. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Sign-Up Sheet, in this Marketplace Addendum, or in the Terms of Service between the parties.

1. BACKGROUND

1.1. DoorDash owns and operates the DoorDash Platform that connects Merchants, Dashers and Customers for the pickup and/or delivery of Merchant Products.

1.2. The “Merchant” desires to market the availability of Merchant Locations through the DoorDash Platform.

1.3. Merchant’s use of the DoorDash Platform shall be referred to below as the “Program”. For clarity, the Program will include each product, service, promotion, or program elected by Merchant in this Marketplace Addendum, as may be amended by the parties.

1.4. DoorDash is not a merchant, food preparation business, reseller, or delivery service; it is an online marketing and connection platform.

1.5. All dollar amounts (including any fees, charges, prices or amounts payable or receivable) listed in this Marketplace Addendum are (a) in Australian dollars, and (b) stated on a GST-inclusive (if any) basis, except where noted. GST will be payable at the same time as any amounts payable under this Marketplace Addendum.

2. DEFINITIONS

2.1. “DoorDash Platform” for purposes of this Marketplace Addendum means, individually or collectively:

(a) any online marketplace offered by DoorDash and/or its Affiliates through which Customers may place orders from merchants for pickup and/or delivery; and

(b) the Merchant Portal, in each case, that will allow information to be exchanged between Merchant and DoorDash. References to the “DoorDash Platform” include the DoorDash Platform Documentation. The DoorDash Platform is a “DoorDash Product” as defined in the Terms of Service.

2.2. “Merchant Location(s)” has the meaning ascribed to it in the Terms of Service. For the purposes of this Marketplace Addendum, “Merchant Locations” may also include both Brick and Mortar Merchant Locations and Virtual Kitchen Merchant Locations. “Brick and Mortar Merchant Location” means a physical location that Merchant operates as a walk-in restaurant. “Virtual Kitchen Merchant Locations” means a Merchant owned or licenced virtual brand operated out of one or more Merchant or Eligible Franchisee operated locations and approved by DoorDash for participation in the Program.

2.3. “Pickup Program” means the DoorDash program through which a Customer places a Pickup Order through the DoorDash Platform from a Merchant Location.

3. RESPONSIBILITIES AND PROCEDURES

3.1. DoorDash Responsibilities.

(a) DoorDash will:

(i) promote Merchant, Merchant Locations, and the menu of Merchant Products at each Merchant Location through the DoorDash Platform;

(ii) accept Orders for Merchant Products through the DoorDash Platform from Customers;

(iii) forward each Order to the relevant Merchant Location;

(iv) for Delivery Orders, make the Order opportunity available to Dashers, so that the Dasher accepting the opportunity can pick up the applicable Merchant Product(s) from the applicable Merchant Location to deliver to the Customer, or, if applicable, for Pickup Orders, notify the Customer to pick up the Order; and

(v) pay the Merchant as set out in Section 4 below, deduct the agreed applicable Commission, marketing fees for each applicable Order, subscription fees (if any), activation fees (if any), and any other fees (and, in each case, as may be adjusted by DoorDash as required by any applicable statute, regulation, executive order, or other legal requirement that is either temporary or permanent in nature).

(b) DoorDash acknowledges that Merchant is solely responsible for the prices of its menu items, which may vary based on factors such as location, time of the year, or competition from other restaurants.

3.2. Merchant Responsibilities.

Merchant will:

(a) provide DoorDash with Merchant’s menu, including the price of each item;

(b) monitor Merchant’s menu and store information on the DoorDash Platform, promptly make updates via the Merchant Portal to reflect the most up-to-date products, pricing and other information or immediately notify DoorDash of any errors or changes in writing (email is sufficient);

(c) accept and confirm Orders from DoorDash in a prompt and timely manner;

(d) prepare Merchant Products for each Order for pickup by a Dasher, or the Customer, as applicable, at the designated time;

(e) process Orders in the order in which they are received;

(f) notify DoorDash of its days and hours of operation, including on holidays, and remain open for business on the DoorDash Platform the same days and hours of operation as Merchant’s in-store business; notify DoorDash of any changes to Merchant’s hours of operations on holidays; and notify DoorDash if Merchant closes earlier than Merchant’s standard hours of operation or plans to close earlier than Merchant’s standard hours of operation;

(g) notify all Merchant Location staff members of the relationship with DoorDash, and train staff members on receiving and fulfilling DoorDash Orders as soon as practicable upon execution of this Marketplace Addendum and on an ongoing basis;

(h) use its standard business practices to prepare Merchant Products that are the subject of each Order and provide the same utensils, napkins, bags, and other materials that Merchant typically would provide in a standard take-out or delivery order;

(i) on an ongoing basis, review and confirm the transactions, fees and charges on orders via the Merchant Portal, and promptly communicate to DoorDash any inaccuracies; and

(j) if DoorDash collects and passes tips from Customers to Merchant, Merchant will distribute such tips in accordance with applicable law.

3.3. Additional Responsibilities for the Pickup Program.

(a) During the Term, once DoorDash or Merchant’s point of sale provider enables the ability for Merchant to set different prices for Merchant Products under the Pickup Program than the prices for such Merchant Products for delivery, Merchant must ensure that pricing of Merchant Products under the Pickup Program is not greater than the pricing of the same Merchant Products for pickup:

(i) in-store; and

(ii) on any other third party food ordering and/or delivery platform.

(b) In the event that Merchant increases the pricing of Merchant Products for pick-up above the in-store prices of the same Merchant Products, DoorDash may enforce the terms of this Agreement, including any combination of and not limited to:

(i) applying a higher Commission Rate to affected Orders;

(ii) requiring Merchant to reimburse affected Customers for the difference between the price of the Merchant Product listed for Pickup and the lower in-store price;

(iii) charging Merchant an additional fee; and/or

(iv) adjusting the pricing of Merchant Products available under the Pickup Program,

in addition to any other right or remedy available at law or in equity.

4. FEES

4.1. DoorDash is entitled to the Commission in exchange for DoorDash promoting Merchant through the DoorDash Platform. The Commission for Orders placed under the applicable DoorDash program is set out on the Rate Card.

4.2. DoorDash will remit the cost of Orders fulfilled by Merchant each week, on a consistent day in the week following the week in which the Orders were fulfilled. The exact day in the week is subject to change with no less than 10 days’ notice by DoorDash to Merchant by email or service notification. The amounts remitted will include:

(a) the pre-tax total of all Orders for the prior week (Monday-Sunday); plus

(b) Collected Taxes (as defined below) unless (i) the parties agree to an alternative arrangement in writing or (ii) DoorDash is required to collect GST or any other taxes from the Customer and remit such taxes directly to the tax authority; less

(c) the aggregate Commission, agreed fees for marketing and promotional deals (if any), any error fees associated with Merchant’s incorrect preparation of Orders, Order Equipment fees (if any), any other fees charged by DoorDash to Merchant, and any applicable taxes on fees charged by DoorDash to Merchant for the relevant week.

4.3. Merchant may have the opportunity to sign up to receive daily payments through the Merchant Portal.

4.4. Merchant agrees DoorDash may charge the Customer fees, including but not limited to delivery fees, service fees, surcharge fees, and small order fees where applicable in DoorDash’s sole discretion.

5. TAXES

5.1. DoorDash will charge and collect from Customers the applicable GST or any other similar taxes for the Merchant Products sold on the DoorDash Platform for and on behalf of Merchant (“Collected Taxes”).

5.2. Merchant is responsible for all taxes (including GST), duties, and other governmental charges on the sale of Merchant Products under this Agreement, and remitting such taxes, duties, and other governmental charges to the appropriate authorities. To the extent that DoorDash may be required to collect GST or any other taxes from the Customer and remit such taxes directly to the tax authority, DoorDash will inform Merchant that DoorDash will remit any applicable taxes to the tax authority and DoorDash will be relieved of any responsibility to remit such applicable taxes to Merchant.

5.3. Merchant is the “retailer” or “supplier” of Merchant Products for purposes of GST.

5.4. Merchant is responsible for setting the price (including GST) for each Merchant Product to be made available on the DoorDash Platform and providing such price (including GST) to DoorDash. The prices communicated to DoorDash will be the end prices (including GST) payable by the Customer.

5.5. For clarity, DoorDash will be responsible for the collection and remittance of GST or any other similar taxes related to Customer fees, including but not limited to a Delivery Fee, Service Fee, Surcharge Fee, and Small Order Fee, that DoorDash charges to the Customer.

5.6. Merchant is responsible for paying all taxes, duties, and other governmental charges imposed on any amounts charged by DoorDash under this Marketplace Addendum including, for example, value-added, goods and services, sales, use, transaction, transfer, excise, or withholding taxes.

6. PAYMENT PROCESSING

6.1. Merchant acknowledges that DoorDash uses a payment processor to collect Order amounts from Customers and remit payment to Merchant. In order to receive payment, Merchant is required to have an account with this payment processor during the Term.

6.2. DoorDash reserves the right to change its payment processor at any time during the Term and Merchant will provide DoorDash with any information required to set up a payment account with any such alternate payment processor.

7. ORDER EQUIPMENT

7.1. With respect to the DoorDash Platform, if Merchant does not integrate its POS system with the DoorDash Platform, Merchant will install the equipment agreed by the parties for Merchant to receive and process Orders, which may include: a tablet, fax machine, or other automated, electronic means of receiving Orders.

7.2. If the parties agree that any Order Equipment is provided by DoorDash, Merchant will pay DoorDash an Order Equipment Fee if set out in the Rate Card, in exchange for the right to use the Order Equipment to access the DoorDash Platform in order to receive, process, and accept Marketplace and Pick Up Orders.

7.3. Any Order Equipment provided by DoorDash will remain DoorDash’s sole property and may be used solely in connection with the provision or receipt of services under the Agreement and for purposes related to fulfilling Merchant’s responsibilities under this Marketplace Addendum.

7.4. Merchant will inspect all Order Equipment, and must notify DoorDash in writing (email sufficient) if any Order Equipment is missing or was damaged as soon as practicable after discovering such damage.

7.5. Merchant is responsible for any damage to or loss of any Order Equipment provided by DoorDash (excluding ordinary wear and tear), which must be promptly reimbursed by Merchant (at the relevant replacement cost). DoorDash may recover the replacement cost of damaged or lost Order Equipment by deducting such amount from weekly payments payable to Merchant.

7.6. Merchant agrees to pay all agreed subscription fees and deposits charged by DoorDash for Order Equipment, and agrees DoorDash may deduct such fees and deposits from amounts payable by DoorDash to Merchant.

8. REFUNDS AND SUPPORT

8.1. In the event a Customer submits a complaint about their Order via DoorDash’s support channels, DoorDash may, in its sole and reasonable discretion, issue a re-order, credit, partial refund, or full refund to such Customer.

8.2. Merchant must prepare the food to the same specifications as the original Order (in the case of a re-order) and bear the full cost of that re-order, credit or refund, as applicable, if the complaint was caused by Merchant or Merchant Products, including missing and incorrect Orders.

8.3. DoorDash is responsible for any refund, credit or re-order that is caused by the delivery of Orders or Dashers.

9. TERM AND TERMINATION

This Marketplace Addendum begins on the Marketplace Addendum Effective Date and may be terminated pursuant to the terms of the Terms of Service.