TERMS OF SERVICE - AUSTRALIA

DoorDash Merchants

Each Product Addendum can be viewed at the respective URLs immediately below:

Effective Date: 10 December, 2025

BEFORE YOU USE THE DOORDASH MARKETPLACE, PICKUP, STOREFRONT, DOORDASH DRIVE, SELF-DELIVERY, OR ANY OTHER DOORDASH PRODUCT OR SERVICE PLEASE READ THESE TERMS OF SERVICE (“TERMS OF SERVICE“) CAREFULLY. BY EXECUTING THE SIGN-UP SHEET WITH DOORDASH OR USING THE PLATFORM, YOU, ANY ENTITIES THAT YOU REPRESENT AS STATED IN THE SIGN-UP SHEET AND ALL OF YOUR PARTICIPATING MERCHANT LOCATIONS (“YOU“ OR “MERCHANT“) AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN ADDITION TO THE TERMS ON YOUR SIGN-UP SHEET OR STOREFRONT ORDER ADDENDUM.

These Merchant Terms of Service (together with the Sign-Up Sheet any Product Addendum and other Attachments or Exhibits attached to the Terms of Service, the “Agreement“) between DoorDash and Merchant is effective as of the date that you enter into the Sign-Up Sheet with DoorDash.

In the event of a conflict between the documents, the conflict must be construed in the following order of precedence: 1) Annexures to a Product Addendum; 2) Product Addendum 3) any other terms in the Terms of Service; and 4) Sign-Up Sheet.

1. BACKGROUND.

1.1. DoorDash provides a suite of products, services, and technology solutions to enable merchants to grow their businesses, including online marketplace(s), white label fulfillment, demand generation, certain promotions or marketing services, and warehousing, among others.

1.2. Merchants are restaurants, grocery stores, and/or businesses that sell products to consumers.

1.3. DoorDash wishes to provide its products, services and technology solutions to the Merchant, and Merchant wishes to accept these products, services and technology solutions on the terms set out in this Agreement.

1.4. Merchant may opt into certain DoorDash Products by entering into the applicable Product Addendum with DoorDash.

1.5. This Agreement applies to all Merchant Locations owned or operated by Merchant, unless excluded in an exhibit attached to this Agreement or otherwise excluded by mutual agreement of the Parties in writing.

1.6. For Merchants operating a franchisee or similar structure, please also refer to Section 14.11.

2. OPERATING PROCEDURES.

2.1. DoorDash Responsibilities. DoorDash will perform the obligations listed in the applicable Product Addendum.

2.2. Merchant Responsibilities. Merchant will:

(a) perform the obligations listed in the applicable Product Addendum;

(b) notify DoorDash of its days and hours of operation, including on holidays; and

(c) notify relevant 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 a Product Addendum and on an ongoing basis.

2.3. Malware. Each Party agrees not to perform any action with the intent of introducing to the other Party’s systems, products or services (including the applicable DoorDash Product and/or Merchant Application) any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

2.4. Hours of Operation. DoorDash will only accept Orders during the operating hours for the applicable DoorDash Product, which may vary by Merchant Location and will be separately communicated to Merchant.

2.5. Delivery Areas. To ensure delivery quality, DoorDash will only accept Orders to be delivered within a certain pre-set delivery area. DoorDash will separately communicate to Merchant the maximum delivery area applicable to Merchant and/or each Merchant Location.

2.6. This paragraph applies only if Merchant uses a Third Party Platform. During the Term, DoorDash will be Merchant’s sole preferred provider and/or have the right of first refusal for all Orders that are located within DoorDash’s service area. Both Parties acknowledge that this provision does not conflict with, or result in a breach or default of, any previously existing agreements, terms, or conditions to which such Party may be bound, such as an exclusivity agreement or most favoured nation clause.

2.7. This paragraph applies only if the DoorDash Platform is Merchant’s Exclusive Platform.

2.7.1. If the DoorDash Platform is designated as Merchant’s Exclusive Platform, Merchant agrees it will neither contract with any other third-party food ordering and/or delivery provider or platform, nor otherwise permit or consent to Merchant’s inclusion in any third-party food ordering and/or delivery provider or platform.

2.7.2. Furthermore, Merchant agrees that it will make best efforts to block and/or reject Orders placed with Merchant Locations by any other third-party food ordering and/or delivery provider or platform.

2.7.3. Merchant will demonstrate to DoorDash that it has used commercially reasonable efforts to request such third-party food ordering and/or delivery provider or platform to take down Merchant‘s Locations from its platform.

2.8. Modifications.

2.8.1. DoorDash reserves the right, at its sole discretion, to change, suspend, or discontinue any DoorDash Product (including the availability of any feature or content) at any time.

2.8.2. Merchant will not list or include any Merchant Products or Merchant Locations that subject DoorDash to undue regulatory risk, health and safety risk, or other liability. Any such Merchant Products or Merchant Locations are subject to removal by DoorDash.

2.8.3. If applicable, DoorDash may, at its sole discretion, remove any Merchant virtual brand concept from the DoorDash Product, if DoorDash determines that such virtual brand concept does not meet and maintain certain eligibility requirements as communicated by DoorDash, provided, however, that DoorDash will use commercially reasonable efforts to inform Merchant of such removal.

2.8.4. DoorDash may also revise, vary or modify the terms of the Agreement from time to time. The changes will not be retroactive, and the most current version of the terms will be at https://www.doordash.com/merchant/merchant-terms. We will notify you of material changes via a service notification or an email to the email address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you may terminate this Agreement by notice to DoorDash.

2.9. Redelivery. Orders requiring redelivery due to Merchant’s error, including Merchant Personnel providing an incorrect or incomplete Order to the Dasher, are subject to Fees as an additional delivery.

3. PAYMENTS AND COSTS.

3.1. Merchant agrees to pay the Fee(s) and applicable taxes, including GST, on such Fees as agreed in the Product Addendum and / or as described in the Rate Card for the applicable DoorDash Product. Except as expressly set forth in this Agreement, each Party is responsible for its own costs.

3.2. Merchant agrees to communicate to DoorDash any Dispute, disagreement, or issue with a transaction, Fee, or Order, including those made in connection with fraudulent transactions or payments, within 14 days of the applicable transaction, Fee, or Order.

4. TAXES.

4.1. 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. Additional terms related to the Parties’ respective tax obligations may be set out in the applicable Product Addendum.

4.2. Merchant represents and warrants that Merchant is registered for Australian GST, and will remain registered for Australian GST, at all times during the Term.

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

4.4. 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.

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

4.6. Merchant Invoice. DoorDash will issue to Merchant a tax invoice in accordance with the GST Act, or in the event that the GST Act no longer requires a tax invoice to be issued, alternative taxable supply information that complies with the GST Act, with respect to Fees payable by the Merchant as such Fees become payable by the Merchant.

4.7. Customer Invoice. Merchant is responsible for providing Customer with a tax invoice in accordance with the GST Act, or in the event that the GST Act no longer requires a tax invoice to be issued, alternative taxable supply information that complies with the GST Act, with respect to the Merchant Products sold on the DoorDash Platform, if requested by Customer.

4.8. To the extent legally permissible, DoorDash may send or transfer any documentation or information electronically to Merchant.

5. INTELLECTUAL PROPERTY AND LICENCES.

5.1. Use of DoorDash Products. During the Term, DoorDash grants to Merchant a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, and fully paid-up licence to access the DoorDash Product solely to transmit information to facilitate deliveries or pick ups in accordance with the terms of this Agreement.

5.2. Ownership of DoorDash IP. The Merchant acknowledges and agrees that DoorDash owns and retains all rights, title, and interest in DoorDash IP.

5.3. DoorDash Product Restrictions. Merchant will not and will not permit or authorise any third-party to:

5.3.1. sell, licence, rent, resell, lease, assign (except as permitted under the Agreement), transfer, or otherwise commercially exploit the DoorDash Product;

5.3.2. circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorised access to the DoorDash Product;

5.3.3. reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure, or organisation of the DoorDash Product unless such actions are authorised by compulsory provisions of applicable Law;

5.3.4. use the DoorDash Product in any manner or for any purpose that violates any Law; and

5.3.5. use the DoorDash Product for a reason other than as specifically provided or intended under this Agreement (which includes the applicable Product Addendum).

5.4. Merchant Content and Trademark; Photographs of Merchant Products.

5.4.1. Merchant grants to DoorDash a royalty-free, non-exclusive, limited, revocable, and non-transferable right and licence to use and display the Merchant Content in the provision of services to Merchant, including, where applicable, listing Merchant as a merchant on the DoorDash Product, referencing Merchant as a DoorDash partner, promoting DoorDash’s products and services, and sharing Merchant Content with third parties, including third party services which enable DoorDash Customers to access DoorDash Products (including its web pages) for Orders.

5.4.2. If photographs of Merchant Products are not available or if they do not meet DoorDash’s requirements, as reasonably determined by DoorDash, then Merchant consents to DoorDash:

(a) engaging a professional photographer to take photographs of Merchant Products or other products;

(b) enhancing the quality of Merchant’s existing photographs;

(c) using stock photographs or photographs taken by others of the Merchant Products or other products;

(d) using photographs from Merchant’s website or social media channels, and displaying such photographs on the applicable DoorDash Product as representations of Merchant Products; and/or

(e) enhancing the quality of any of the foregoing using artificial intelligence or other means;

provided that Merchant may contact DoorDash support to have such photographs removed from the Merchant’s store listing and, in such event, DoorDash will comply in a timely manner.

5.4.3. If descriptions of Merchant Products are not available or if they do not meet DoorDash’s requirements, as reasonably determined by DoorDash, then Merchant consents to DoorDash creating such descriptions using artificial intelligence or other means, provided that Merchant may remove or change the descriptions itself or may contact DoorDash support to have such descriptions removed or changed and, in such event, DoorDash will comply in a timely manner.

5.5. Goodwill.

5.5.1. If Licensee, in the course of performing this Agreement, acquires any goodwill or reputation in any of the Marks, all such goodwill or reputation will automatically vest in Licensor:

(a) when and as such acquisition of goodwill or reputation occurs;

(b) at the expiration or termination of this Agreement; and

(c) without any separate payment or other consideration of any kind to Merchant.

Licensee agrees to take all such actions reasonably necessary to effect such vesting.

5.5.2. Licensee will not contest the validity of any of the Marks or Licensor’s exclusive ownership of them.

5.5.3. During the Term, Licensee will not adopt, use or register, whether as a corporate name, trademark, service mark, or other indication of origin, any of the Marks or any word or mark confusingly similar to them in any jurisdiction.

5.6. Feedback. Merchant may provide DoorDash with Feedback. Merchant agrees to grant DoorDash all rights, title, and ownership of such Feedback on an unrestricted basis.

5.7. Retention of Title.

5.7.1. Merchant acknowledges that:

(a) notwithstanding any Order Equipment being provided by DoorDash to the Merchant for use by the Merchant, ownership and title to the Order Equipment will remain with DoorDash at all times; and

(b) this retention of title in the Order Equipment gives rise to a security interest (as defined under the Personal Property Securities Act 2009 (Cth)) (the “PPSA“) in all Order Equipment supplied by DoorDash to Merchant from time to time under this Agreement.

5.7.2. Merchant undertakes to:

(a) promptly do all things, execute all documents and/or provide any information which DoorDash may reasonably require to enable DoorDash to perfect and maintain the perfection of its security interest in the Order Equipment (including by registering a financing statement);

(b) give DoorDash not less than 14 days’ prior written notice of any proposed change in its name and/or any other change of its details; and

(c) immediately on request by DoorDash (and at Merchant’s expense), obtain from any third party such agreements and waivers of any security interest that any third party may have in relation to the Order Equipment to ensure that at all times DoorDash has a first ranking security interest in the Order Equipment.

5.7.3. Merchant waives its rights to receive a copy of any verification statements under the PPSA and agrees that as between DoorDash and Merchant, Merchant will have no rights under (or by reference to) sections 92, 93, 94, 95, 97, 130, 132, 134, and 143 of the PPSA.

5.7.4. Where DoorDash has rights in addition to those in Chapter 4 of the PPSA, those rights will continue to apply.

6. TERM AND TERMINATION.

6.1. Term. The Agreement will begin on the Effective Date and continue until terminated in accordance with this Agreement, or once all Product Addenda have terminated or expired, whichever is earlier.

6.2. Termination.

6.2.1. Either Party may terminate this Agreement or any Product Addendum for any reason at any time upon thirty (30) days’ prior written notice to the other Party.

6.2.2. Either Party may terminate this Agreement for cause, including:

(a) upon 30 days’ written notice of a material breach by the other Party, unless the breach is cured within the 30-day notice period; or

(b) immediately, if the other Party ceases to do business, becomes insolvent, or seeks protection under any bankruptcy or comparable proceedings, subject to applicable Law.

6.2.3. If either Party terminates the Agreement, all Product Addenda will automatically terminate.

6.3. Survival. Sections 3 (Payments and Costs), 4 (Taxes), 5 (Intellectual Property and Licences), 6 (Term and Termination), 7 (Representations and Warranties), 8 (Indemnification), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Data Privacy and Security), 13 (Governing Law and Arbitration), and 14 (Miscellaneous) and rights and obligations in this Agreement which, by their nature, should (or by their express terms do) survive or extend beyond the termination or expiration of this Agreement, will so survive and extend.

7. REPRESENTATIONS AND WARRANTIES.

7.1. Mutual Representations and Warranties. Each Party represents and warrants that:

7.1.1. it has the full right, power, and authority to enter into and perform its obligations under this Agreement, including any Product Addendum;

7.1.2. its performance of its obligations under this Agreement will not result in a breach of any obligation to any third-party;

7.1.3. the Party‘s materials owned, licensed, developed or used in the performance of this Agreement do not knowingly infringe or violate any third-party intellectual property right;

7.1.4. it will obtain any necessary permits, consents, certificates, approvals, inspections, releases, authorisations, and licences and/or file any registration forms (if any) in connection with performing its obligations under this Agreement; and

7.1.5. it will comply with all applicable Laws, regulations, and rules in operating its business and performing its responsibilities under the Agreement (including, if applicable to Merchant, all such Laws regarding health, food safety, sanitation, food packaging and labelling, including required consumer-facing warnings and calorie information).

7.2. Merchant. Merchant represents and warrants that:

7.2.1. it will inform DoorDash of any warnings, charges, opt-ins, and instructions related to Merchant Products that become required in the future;

7.2.2. if applicable, it will disclose common allergens in any Merchant Products items listed on or sold through the DoorDash Product;

7.2.3. it will not include any age-restricted products (including to alcohol and tobacco) as a Merchant Product available on a DoorDash Product, or request delivery of any age-restricted products through the DoorDash Product without first entering into a separate agreement with DoorDash governing the promotion, sale, and delivery of such products in compliance with the Laws of the applicable jurisdiction in which such products will be sold;

7.2.4. it will not disclose any information related to a Dasher or a DoorDash Customer to a third party (except as required to comply with Law or pursuant to a court order); and

7.2.5. it will comply with the guidelines DoorDash publishes that govern any Merchant Content posts on the applicable DoorDash Product or Merchant Portal.

7.3. Disclaimers.

7.3.1. Except as expressly set out in Section 7.1.3, to the extent permitted by applicable Law, DoorDash expressly disclaims all warranties, express, implied or statutory, regarding any DoorDash Product, and each Party disclaims all warranties, express, implied or statutory, related to equipment or services provided to the other, including but not limited to any implied warranties of merchantability, title, satisfactory quality, results, fitness for a particular purpose, and/or non-infringement.

7.4. Remedies. In the event of a breach of Section 7.1.3, by either Party, the non-breaching Party’s sole remedy, and the breaching Party’s sole liability, is indemnification pursuant to Section 8.1.3.

8. INDEMNIFICATION.

8.1. Indemnification. The Indemnifying Party will, at its own expense defend the Indemnified Party to the fullest extent permitted by Law, and also indemnify the Indemnified Party for any and all Losses arising out of any third-party claim that alleges or results from:

8.1.1. any breach of Section 7 by the Indemnifying Party or its Personnel;

8.1.2. the gross negligence or more culpable act or omission of the Indemnifying Party or its Personnel (including any reckless misconduct) in connection with the performance of this Agreement; and

8.1.3. infringement or misappropriation of the intellectual property rights of any third party by the Indemnifying Party’s services (including, in the case of DoorDash, the DoorDash Product or Marks, and in the case of Merchant, the Merchant Applications).

8.2. Process.

8.2.1. The Indemnified Party must provide the Indemnifying Party with:

(a) prompt notice of any claims, which in no event will be later than thirty (30) calendar days after the Indemnified Party knew or reasonably should have known that the Indemnifying Party’s defence obligation had been triggered;

(b) the option to assume sole control over defence and settlement of any claim; and

(c) reasonable assistance in connection with such defence and settlement of the claim, at the Indemnifying Party’s expense.

8.2.2. The Indemnified Party may participate in the defence and settlement at its own expense.

8.2.3. The Indemnifying Party must not enter into any settlement agreement that imposes any obligation on the Indemnified Party without the Indemnified Party’s express prior written consent.

8.3. Exclusions.

8.3.1. Notwithstanding Section 8.1.3 and for clarity:

(a) the Indemnifying Party will have no duty to defend any third-party allegations of intellectual property infringement or misappropriation (an “IP Claim“) arising out of or related to the conduct of persons or entities other than the Indemnifying Party or its Personnel; and

(b) in the case of DoorDash, DoorDash will have no duty to defend an IP Claim to the extent such IP Claim would not have occurred without Merchant’s use of the DoorDash Product in combination with a Merchant Application, or other Merchant-provided product, process, step, structure, data, or business method, and/or Merchant’s unauthorised modification of the DoorDash Product.

8.3.2. Notwithstanding Section 8.1.1, DoorDash will have no duty to defend or Indemnify Merchant for taxes, duties, and other governmental charges.

9. LIMITATION OF LIABILITY.

9.1. Direct Damages Only. Except with respect to amounts payable to third parties under Section 8, neither Party will be liable to the other for consequential, special, incidental, punitive, exemplary, or indirect damages or for lost profits, lost revenues or harm to goodwill, regardless of whether such damages were foreseeable. This limitation will apply to all claims under all theories of Law and equity, except where prohibited by Law.

9.2. Limitation. Except in the event of a Party’s gross negligence or wilful misconduct, in respect of a Party‘s payment obligations under this Agreement, where prohibited by Law (collectively, the “LOL Exclusions“) and in respect of a Party’s indemnification obligations under this Agreement, the total liability of either Party to the other will not exceed $500,000.00. The total liability of either Party to the other for the LOL Exclusions will not exceed $2,000,000.00. For clarity, a Party’s obligation to pay third parties under Section 8 are uncapped.

9.3. Franchisees. For Merchants operating a franchise or similar structure, this limitation of liability applies to all Merchant Locations and all franchisees cumulatively and not individually.

10. CONFIDENTIALITY.

10.1. Precedence. The terms of this Section 10 supersede any non-disclosure or confidentiality agreement entered into by the Parties prior to the Effective Date of this Agreement.

10.2. Includes. Confidential Information includes information about the Discloser’s business, including 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 under the Agreement, 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. Confidential Information includes trade secrets as defined under applicable Law.

10.3. Does Not Include. Confidential Information does not include information that:

10.3.1. is independently developed;

10.3.2. is or becomes public knowledge through no breach of this Agreement; or

10.3.3. is received from a third party under circumstances that do not create a reasonable suspicion that such information has been misappropriated or improperly disclosed.

10.4. Recipient Obligations. The Recipient must:

10.4.1. use Confidential Information only as necessary to perform its obligations and/or exercise its rights under this Agreement;

10.4.2. 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);

10.4.3. not divulge any Confidential Information to any third party except as expressly provided by the Agreement; and

10.4.4. not copy or reverse engineer any materials disclosed under this Agreement, or remove any proprietary markings from any Confidential Information.

10.5. Recipient Personnel. The Discloser acknowledges that the Recipient’s Personnel may have access to the Discloser’s Confidential Information. Any Recipient Personnel given access to any Confidential Information must have a legitimate “need to know,“ and the Recipient will remain responsible for Recipient Personnel’s compliance with the terms of this Agreement.

10.6. Disclosure of Confidential Information. A Recipient may disclose Confidential Information as compelled by a court or regulator of competent authority, provided that the Recipient provides the Discloser with prompt written notice of such request, to the extent such notice is legally permissible and reasonably practicable.

11. DATA PRIVACY AND SECURITY.

11.1. Any additional information privacy and security terms required in order to comply with the privacy regulations applicable to the Parties’ engagement in other countries may be set out in the applicable Product Addendum.

11.2. The Recipient will establish, maintain, and implement an information security program, including appropriate administrative, technical, organisational, and physical safeguards, that are designed to:

11.2.1. ensure the security and confidentiality of Personal Information provided by the Discloser;

11.2.2. protect against threats or hazards to the security or integrity of such Personal Information;

11.2.3. protect against unauthorised access to or use or disclosure of such Personal Information; and

11.2.4. ensure the proper disposal or destruction of such Personal Information.

11.3. Each Party must at all times comply with applicable information privacy and security Laws, including the Privacy Act 1988 (Cth) (the “Privacy Act“).

11.4. If the Recipient becomes aware of any unauthorised access to or loss of Personal Information, it must promptly report such incident to the Discloser and take appropriate remedial actions.

11.5. To the extent that DoorDash Data includes any Personal Information, the Merchant agrees:

11.5.1. not to access, collect, store, retain, transfer, disclose, or use in any manner the DoorDash Data other than as permitted by this Agreement or otherwise permitted by Law (including the Privacy Act);

11.5.2. not to access, collect, store, retain, transfer or use in any manner the DoorDash Data for Merchant’s own purposes;

11.5.3. not to disclose the DoorDash Data to any person except as permitted by this Agreement or required by Law;

11.5.4. if Merchant becomes aware or reasonably suspects any unauthorised or unlawful access to or use of, or any accidental loss, damage, destruction, alteration or disclosure of the DoorDash Data, including any security incident (“Breach“), Merchant will:

(a) immediately (and in any event no later than 24 hours after becoming aware of the Breach) report the Breach to DoorDash;

(b) provide DoorDash with all reasonable assistance to enable DoorDash to comply with its legal obligations in respect of the Breach (including in making any necessary notifications to regulatory authorities and/or affected individuals);

(c) cooperate in any investigations or enquiries of the Breach by any regulatory authority or law enforcement agency; and

(d) take such actions to mitigate the Breach and, at its own cost, cooperate in investigating and mitigating the effects of the same;

11.5.5. not transfer the DoorDash Data outside of Australia without DoorDash’s prior written consent;

11.5.6. notify DoorDash if the Merchant receives a request from an individual to exercise the individual’s rights under the Privacy Act to access and/or correct their Personal Information and provide reasonable assistance in responding to each such access or correction request; and

11.5.7. not retain the DoorDash Data for longer than is needed to fulfil the purpose for which it was provided and for compliance with Law.

12. INSURANCE.

12.1. General. The insurance amounts indicated are minimum requirements and not limits of liability, and they are not to be construed as a Party’s consent to substitute its financial liability in excess of the amounts provided in Section 9.

12.2. Minimum Requirements.

12.2.1. For Merchants with greater than $1,500,000.00 in annual sales across all DoorDash Product(s), each Party will maintain at its sole cost and expense:

(a) commercial general liability insurance, including product liability, and excess liability endorsements of $1,500,000.00 per occurrence;

(b) cybersecurity insurance up to $3,000,000.00 per claim and in the aggregate; and

(c) umbrella/excess liability insurance up to $7,500,000.00 in the aggregate.

12.2.2. For Merchants with less than $1,500,000.00 in annual sales across all DoorDash Product(s), each Party will maintain at its sole cost and expense:

(a) commercial general liability insurance, including product liability, and excess liability endorsements of $1,500,000.00 per occurrence;

(b) cybersecurity insurance up to $1,500,000.00 per claim and in the aggregate; and

(c) umbrella/excess liability insurance up to $3,000,000.00 in the aggregate.

12.3. DoorDash Requirements. In addition, DoorDash will maintain automobile liability insurance covering DoorDash and Dashers (regardless of whether the vehicles driven by such Dashers are owned by DoorDash, Dashers or a third party) of $1,000,000.00 per occurrence. DoorDash will require all Dashers to maintain a current and valid automobile insurance policy with limits of liability at least equal to any minimum limits of liability required under Law.

12.4. Coverage. The policy limits stated above may be met in the form of primary and umbrella/excess coverage. Such insurance is primary and not contributory with the other Party’s insurance.

13. GOVERNING LAW AND ARBITRATION.

13.1. Governing Law and jurisdiction. This Agreement is governed by the law of the State of Victoria and the Commonwealth of Australia. The Parties submit to the non-exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters relating to this Agreement. To the extent relevant, the Parties agree that the provisions of the United Nations Convention on Contracts for the International Sales of Goods will not apply to this Agreement.

13.2. Arbitration Agreement.

13.2.1. Any Dispute will be finally resolved by binding arbitration except claims: (a) in small claims court; (b) for injunctive relief arising out of the infringement or other misuse of intellectual property rights (such as the Marks or DoorDash IP); and (c) for claims made as part of any class action or representative proceeding.

13.2.2. Any reference to arbitration under this clause will be deemed a submission to arbitration within the meaning of the International Arbitration Act 1974 (Cth).

13.2.3. The Parties further agree that any and all arbitration proceedings, including any discovery, hearings and rulings, will be confidential to the fullest extent permitted by Law provided that if the Parties involved in any Dispute are unable to agree on an arbitrator within five (5) business days after delivery by one Party to the other of any written notice setting out the Dispute and requiring the matter in Dispute to be referred to arbitration by a single arbitrator in accordance with this clause, either Party may by written notice request that an arbitrator be appointed by the President of the Law Society of Victoria, whose appointment will be binding on the Parties. Judgment on the resulting award may be entered in any court having jurisdiction.

13.2.4. This arbitration agreement explicitly supersedes any and all different or contradictory terms included in the Agreement.

13.2.5. This arbitration agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement.

13.3. Fees. In the event of any Dispute, the Party prevailing in such Dispute will be entitled to collect from the other Party all costs incurred in such Dispute, including administrative, solicitor fees, costs of collection, and filing fees and the arbitrator’s fees and costs.

14. MISCELLANEOUS.

14.1. Relationship of the Parties. Notwithstanding any provision in the Agreement to the contrary, each Party is an independent contractor with respect to the performance of its obligations under the Agreement. Nothing contained in the Agreement is deemed to create the relationship of partnership, 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.

14.2. Regulatory Fees. If there is a Change in Law, DoorDash may pass through such fees and/or costs generated as a result of the Change in Law to Merchant in the affected jurisdiction(s) with 15 days’ written notice. Merchant 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. Notwithstanding the foregoing, either Party may exercise its termination rights under the Agreement, either in whole or in part as it pertains to the affected store or jurisdiction.

14.3. Partner Code of Conduct. Merchant and DoorDash will comply with the version of the Partner Code of Conduct published as of the Effective Date at the following hyperlink: https://help.doordash.com/legal/document?type=partner-code-of-conduct&region=AU&locale=en-AU or such other internal code of conduct in effect between the Parties.

14.4. Counterparts. This Agreement may be executed in one or more counterparts and signed copies may be delivered by email, in which event, each of which is deemed an original, and all of which together constitute one agreement.

14.5. Entire Agreement. This Agreement represents the entire agreement between DoorDash and Merchant with respect to its subject matter, and supersedes all prior agreements with respect to its subject matter.

14.6. No Waiver. No amendment to, or waiver of, any provision of this Agreement will be effective unless in writing and signed by both Parties. The waiver by any Party of any breach or default will not constitute a waiver of any different or subsequent breach or default.

14.7. Assignment.

(a) Subject to Section 14.7(b), neither Party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other Party, which consent may not be unreasonably withheld, and any attempted assignment without such consent will be void.

(b) Either Party may assign this Agreement without the consent of the other Party, to an Affiliate, or in connection with any merger, consolidation, sale of all or substantially all of the assigning Party’s assets, or any other similar transaction.

(c) Subject to the foregoing in this Section 14.7, this Agreement will be binding upon, and inure to the benefit of, the permitted successors and assigns of each Party.

(d) This Agreement will not confer any rights or remedies upon any person other than the Parties, their respective successors, and permitted assigns.

14.8. Enforcement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained in the Agreement.

14.9. Notices. Legal notices to either Party must be sent to one of the addresses on the first page of this Agreement, or such other address as the Party communicates in writing.

14.10. Promotional Programs; Future Program Changes. This Section 14.10 applies only if Merchant operates a franchisee or similar structure.

14.10.1. Future Program Changes. From time to time during the Term, Merchant and DoorDash may desire to implement efficient enrolment processes that will enable Eligible Franchisees to participate in new DoorDash products, promotions or services and/or effect changes to the commercial terms pursuant to which DoorDash provides its services to such Eligible Franchisees (“Future Program Changes“).

14.10.2. To the extent that Merchant is responsible for enrolling Eligible Franchisees in Future Program Changes, DoorDash agrees that Merchant may do so in the form of an opt-in, an opt-out, or similar mass sign-up system (“Enrolment Protocol“), provided that Merchant must administer such Enrolment Protocol in compliance with Law and pursuant to its franchise Product Addendums with the Eligible Franchisees. Furthermore, Merchant agrees to defend, indemnify, and hold DoorDash harmless from and against Losses with respect to claims of Eligible Franchisees arising out of or related to the Enrolment Protocol or the enrolment of such Eligible Franchisee in the Future Program Changes.

14.10.3. To the extent that DoorDash is responsible for enrolling Eligible Franchisees in Future Program Changes, Merchant agrees that DoorDash may do so in the form of an Enrolment Protocol, provided that DoorDash must administer such Enrolment Protocol in compliance with Law. Furthermore, DoorDash agrees to defend, indemnify, and hold Merchant harmless from and against Losses with respect to claims of Eligible Franchisees arising out of or related to the Enrolment Protocol or for DoorDash’s error during the enrolment of such Eligible Franchisee in the Future Program Changes.

14.11. Franchisees. This Section 14.11 applies only if Merchant operates a franchisee or similar structure.

14.11.1. Merchant’s Eligible Franchisees may use certain DoorDash Products pursuant to the terms and conditions of this Agreement, provided that:

(a) Merchant has executed the requisite Product Addendum; and

(b) the individual franchisee enters into an agreement in substantially the same form as the Franchisee Agreement attached to this Agreement as Exhibit A.

14.11.2. For purposes of the Agreement, an “Eligible Franchisee“ means a franchisee of Merchant that has signed the Franchisee Agreement.

14.11.3. Merchant will indemnify, defend, and hold DoorDash harmless against any third-party suits, fees, costs or expenses resulting from a dispute between Merchant and any of Merchant’s Franchisees relating to or arising from conduct of the Merchant (including former Franchisees).

14.11.4. DoorDash acknowledges that Merchant is not responsible or liable for any Eligible Franchisee’s acts, omissions or performance, including an Eligible Franchisee’s payment obligations, under the Franchisee Agreement or other agreement between DoorDash and Eligible Franchisee.

14.11.5. In Sections 2 (Operating Procedures), 3 (Payments and Costs), 4 (Taxes), 5.1 (Use of DoorDash Products), and 5.3 (DoorDash Product Restrictions), “Merchant“ will be replaced with “Eligible Franchisee.“

14.11.6. In Sections 6 (Term and Termination), 7 (Representations and Warranties), 8 (Indemnification), 10 (Confidentiality), 11 (Data Privacy and Security), and 12 (Insurance), “Merchant“ will be replaced with “Merchant and Eligible Franchisee“.

14.12. No relationship. Other than as provided for in Section 14.11, no obligation or other legal relationship is created between DoorDash and an Eligible Franchisee by this Agreement, other than, in the case of an Eligible Franchisee, by virtue of the Franchisee Agreement. This agreement does not confer any right, benefit or privilege on any such Eligible Franchisee or any other person.

14.13. Tipping. The Parties acknowledge and agree that tips are not customary in Australia and any tip requirements provided for in the Agreement will only apply to the extent tips are implemented.

14.14. Modern Slavery. ‘Modern Slavery’ has the same meaning as it has in the Modern Slavery Act 2018 (Cth).

The Merchant must take reasonable steps to identify, assess and address risks of Modern Slavery practices in its operations and supply chains. If at any time the Merchant becomes aware of Modern Slavery practices in the operations and supply chains used in its business, the Merchant must as soon as reasonably practicable take all reasonable action to address or remove these practices, including where relevant by addressing any practices of other entities in its supply chains.

15. ADDITIONAL TERMS FOR NON-ENTERPRISE MERCHANTS

15.1. DoorDash shall be entitled to deduct from payments owed by Merchant to DoorDash, DoorDash’s Commission Rate, marketing fees (for identifiable orders), Activation Fees, subscription fees, and any other fees which DoorDash may notify you with at least 7 days’ advance written notice.

15.2. To the extent that a third-party provider provides services to Merchant on basis of an agreement between third-party provider and Merchant via the Platform (for example, a middleware provider) and charges fees to DoorDash, DoorDash may pass through such third party’s fees to Merchant.

15.3. Merchant agrees, on an ongoing basis, to review and confirm its transactions, fees and charges on orders and invoices and via the Merchant Portal, and to promptly communicate to DoorDash in writing (email shall suffice for written notice) any claimed inaccuracies, so that DoorDash has the prompt opportunity to address and resolve any issues and so such issues do not persist, which DoorDash and Merchant agree is in the best interests of both Parties and their commercial relationship. Merchant agrees to communicate to DoorDash any disagreement, non-conformity or any issue with any transaction, fee, charge or order, including in connection with fraudulent transactions or payments, within 14 days of the transaction, fee or order.

16. DEFINITIONS.

Note that certain terms may not appear in these Terms of Service but may appear in the Sign-Up Sheet, Rate Card, or a Product Addendum.

16.1. “Affiliate“ means an entity controlled by, controlling or under common control with a Party.

16.2. “Change in Law“ means a material change in (or change in enforcement thereof) Law, labour standard or unionisation pertaining to independent contractors and/or the delivery of goods.

16.3. “Commission“ means the fee DoorDash charges Merchant for an Order, which is calculated by multiplying (i) the applicable Commission Rate by (ii) the subtotal inclusive of GST for the Merchant Products ordered by the Customer.

16.4. “Commission Rate“ means the percentage, indicated in the Rate Card for the applicable DoorDash Product, that DoorDash will use to calculate the Commission.

16.5. “Confidential Information“ means all confidential, proprietary, or non-public information provided by the Discloser to the Recipient that a reasonable industry participant would deem to be confidential, as further described in Section 10.

16.6. “Customer“ means “DoorDash Customer“ and “Merchant Customer“ collectively or individually, as the context requires.

16.7. “Dasher“ means a person contracted by DoorDash to perform the applicable services.

16.8. “DashPass“ means DoorDash’s subscription program for DoorDash Customers pursuant to which DoorDash Customers will receive $0 delivery fees and reduced service fees on qualifying Orders placed with participating Merchant Locations on the applicable DoorDash Product. In order to continue to qualify for DashPass inclusion, Merchant and/or Merchant Locations may be required to meet and maintain certain additional eligibility requirements as communicated by DoorDash. Merchant acknowledges that the terms of participation in DashPass do not conflict with, or result in a breach of, any previously existing agreements or terms to which Merchant may be bound.

16.9. “Delivery Order“ means an Order that is delivered by a Dasher.

16.10. “Discloser“ means the Party disclosing Confidential Information.

16.11. “Dispute“ means any dispute, claim or controversy arising out of, relating to, or in connection with this Agreement, including the breach, termination, enforcement, interpretation or validity thereof (as well as the determination of the formation, scope, or applicability of the arbitration agreement in Section 13) or the relationship between the Parties, their Affiliates and subsidiaries, and each of their respective owners, directors, managers, and Personnel.

16.12. “DoorDash Customer“ means the end user accessing the DoorDash Product to place an Order.

16.13. “DoorDash Data“ means any information that DoorDash provides or makes accessible to Merchant, including Personal Information.

16.14. “DoorDash IP“ includes all patents, patent applications, inventions, copyrights, trade secrets, Marks, ideas, images (including descriptions of such images), domain names, and any and all other works and materials developed by DoorDash (including all intellectual property rights therein and thereto), and similar rights owned by DoorDash that are embodied in the DoorDash Product or any other DoorDash technology or platform.

16.15. “DoorDash Platform“ means DoorDash‘s online marketplace platform using web-based technology that connects Merchants, Dashers, and Customers.

16.16. “DoorDash Product“ means the DoorDash technology that Merchant accesses or DoorDash provides, as defined in the applicable Product Addendum, in each case, that will allow information to be exchanged between Merchant (which may include Merchant Applications and/or a Third Party Platform) and DoorDash. References to the “DoorDash Product“ include the DoorDash Product Documentation.

16.17. “DoorDash Product Documentation“ means documentation, specifications, and other materials (whether written or electronic) that describe the operation or function of a DoorDash Product.

16.18. “Exclusive Platform“ means that the DoorDash Platform is the Merchant’s exclusive third-party food ordering and/or delivery provider or platform.

16.19. “Fee“ means the fee or Commission indicated in the Rate Card for the applicable DoorDash Product, and may include separate fees for different Order types, if applicable.

16.20. “Feedback“ means any comments, suggestions, or ideas for improvement regarding the DoorDash Product or the DoorDash Product Documentation, or Merchant’s evaluation and use thereof.

16.21. “GST“ means goods and services tax charged under the GST Act at the rate prevailing at the time of the transaction.

16.22. “GST Act“ means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

16.23. “including“ means “including without limitation“.

16.24. “Indemnified Party“ means the Party entitled to or seeking indemnification, pursuant to the terms of this Agreement, and its Affiliates, respective officers, directors, shareholders, Personnel, successors, and permitted assigns.

16.25. “Indemnifying Party“ means the Party indemnifying the other Party pursuant to the terms of this Agreement.

16.26. “Law“ means all laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees, or orders of any governmental authority applicable to the referenced Party.

16.27. “Losses“ means the resulting judgments, fines, settlements, court costs, and attorneys’ fees that are incurred by the Indemnified Party, in each case finally awarded by a court of competent jurisdiction.

16.28. “Marketplace Programs“ means the use of the DoorDash Platform by the Merchant, Merchant Stores, or Eligible Franchisees.

16.29. “Marks“ means the corporate names, trade names, trademarks, service marks, and logos of DoorDash (including third-party marks to which the DoorDash has rights and uses in its business). This includes “DOORDASH“, “DASHER“, “DASHMART“, “

“, and “

” marks, as well as any successor marks or designations.

16.30. “Merchant Application“ means the software and/or system(s) that are used by Merchant (if any) to provide digital order solutions and services to Customers generally, including Merchant’s website.

16.31. “Merchant Content“ includes, without limitation, menus, photographs (either provided by Merchant or on Merchant’s website), business information and Merchant Product descriptions (either provided by Merchant or on Merchant’s website), trademarks, logos, Merchant name, location, url, phone number, and other materials provided by Merchant to DoorDash.

16.32. “Merchant Customer“ means the Customer accessing the Merchant Application(s) to place an Order.

16.33. “Merchant Location“ means the Merchant store, location, warehouse, or restaurant that are within the territory serviced by DoorDash and includes: (a) Merchant Locations owned and operated by Merchant and/or its Affiliates, and/or (b) Merchant Locations owned and operated by franchisees of Merchant or its Affiliates which have signed the Franchisee Agreement.

16.34. “Merchant Portal“ means the portal made available by DoorDash to Merchant which provides Merchant with Order sales information and other functionality in connection with Merchant’s relationship with DoorDash. For the purposes of the Agreement, the Merchant Portal is a DoorDash Product.

16.35. “Merchant Product“ means the products (e.g., food, beverages, groceries, retail items, etc.) prepared, distributed, or sold by Merchant.

16.36. “Order“ means Delivery Orders and Pick Up Orders collectively.

16.37. “Order Equipment“ means any equipment reasonably required by DoorDash for Merchant to receive, process and accept Orders (including a tablet or other technology capable of receiving Orders).

16.38. “Party“ means DoorDash or Merchant, as the context requires.

16.39. “Personal Information“ has the meaning given to that term in the Privacy Act 1988 (Cth).

16.40. “Personnel“ means a Party’s employees, agents, contractors, or subcontractors.

16.41. “Pick Up Order“ means an Order that the Customer picks up at the Merchant Location, instead of being delivered by a Dasher.

16.42. “Product Addendum“ means an addendum to this Agreement that describes the DoorDash Product that Merchant accesses pursuant to the terms of this Agreement.

16.43. “Rate Card“ means Attachment B, which details the rates and fees that Merchant must pay for the DoorDash Product(s) that Merchant opts into and/or uses.

16.44. “Recipient“ means the Party receiving Confidential Information.

16.45. “Scheduled Order“ means an Order that the Customer or Merchant indicates should be delivered at some point in the future.

16.46. “Term“ means the period from the Effective Date until the date of termination.

16.47. “Third Party Platform“ means a third party’s technology interface, such as a middleware technology platform, other than the DoorDash Product and Merchant Applications, that enables Merchant to request delivery fulfillment and/or provide information necessary to enable such delivery fulfillment.

16.48. “Unattended Order“ means an Order that the Dasher leaves at the Customer’s front door or similar location.

16.49. “Weblink“ means a link from Merchant’s website through an “order now“ button that directs traffic to the Merchant Location online ordering page on the DoorDash Product.

EXHIBIT A - FRANCHISEE AGREEMENT

This Franchisee Agreement (the “Franchisee Agreement“) between DoorDash and Franchisee is effective as of the effective date of the Franchisee Sign-Up Sheet. The Franchisee Agreement is subject to the Terms of Service or such other master-level services agreement between Franchisor and DoorDash and any Product Addendum entered into by DoorDash and the Franchisor (the “Agreement“). As it pertains to this Franchisee Agreement, DoorDash and Franchisee are each a “Party“. By entering into a Franchisee Sign-Up Sheet with DoorDash, the duly authorised representatives of the Parties agree to the terms and conditions of this Franchisee Agreement.

1. FRANCHISOR AGREEMENT.

(a) Franchisee’s franchisor (“Franchisor“) has entered into a master services agreement with DoorDash (“Agreement“) attached to this Franchisee Agreement.

(b) The Agreement provides that Franchisee may elect to use certain DoorDash Products that Franchisor has enabled in its Agreement, provided that Franchisee executes this Franchisee Agreement. Accordingly, to use the DoorDash Products, Franchisee agrees to be subject to all terms and conditions of this Franchisee Agreement, and all terms and conditions of the Agreement (as may be applicable to the Franchisee), including any Product Addendum, as may be amended from time to time by DoorDash and Franchisor (and notified to the Franchisee) which are incorporated into this Franchisee Agreement by reference.

(c) For clarity, unless otherwise indicated in this Franchisee Agreement or in the Agreement, all references to “Merchant“ in the Agreement include Franchisee.

(d) Franchisee acknowledges and agrees that the limits set out in the Limitation of Liability provision in the Agreement will apply to Franchisor and all franchisees in the aggregate.

(e) All references to “Merchant Locations“ will be deemed references to Franchisee’s stores (“Franchisee Locations“).

(f) Any other terms not otherwise defined in the Franchisee Agreement will have the definitions set out in the Agreement.

(g) Under no circumstances will anything in this Franchisee Agreement be construed to authorise Franchisee to amend, modify, or adjust the Agreement between DoorDash and Franchisor.

2. TERM OF FRANCHISEE AGREEMENT. This Franchisee Agreement will commence on the Franchisee Effective Date and will expire upon the earlier of:

(a) the date of the expiration or termination of the Agreement; or

(b) the date this Franchisee Agreement is terminated pursuant to Section 3 of this Franchisee Agreement.

3. ELIGIBLE FRANCHISEE AND TERMINATION.

(a) If Franchisee ceases to possess the rights as a franchisee of Franchisor, then this Franchisee Agreement will terminate as soon as DoorDash is notified of such rights being lost.

(b) Either Party may terminate this Franchisee Agreement upon seven (7) days’ prior written notice to the other Party for any reason in its sole discretion.

(c) Termination of this Franchisee Agreement will not be considered a breach of this Franchisee Agreement or the Agreement.

(d) Nothing in this Franchisee Agreement or the Agreement is intended to prevent DoorDash and Franchisee, if it is no longer an Eligible Franchisee, from entering into a new agreement following termination of this Franchisee Agreement.

4. MERCHANT OF RECORD.

(a) Franchisee is solely responsible and liable to DoorDash to pay all Fees, payments, charges, and taxes associated with DoorDash Products, in addition to complying with Franchisee’s other obligations under the Agreement and this Franchisee Agreement.

(b) Franchisee will be DoorDash’s merchant of record for sales completed in a DoorDash Product provided under this Franchisee Agreement.

(c) The Parties acknowledge and agree that any breach of this Franchisee Agreement or the Agreement by Franchisee will not be considered a breach by Franchisor of the Agreement.

5. PAYMENT PROCESSING. Payment and payment processing terms are set out in the Product Addendum between Franchisor and DoorDash. If Franchisee uses Connected Account Products, the Franchisee will be required to complete the payment processer details form..

6. GOVERNING LAW AND ARBITRATION.

6.1. Governing Law and Arbitration. This Agreement is governed by the law of the State of Victoria and the Commonwealth of Australia. The Parties submit to the non-exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters relating to this Agreement. To the extent relevant, the Parties agree that the provisions of the United Nations Convention on Contracts for the International Sales of Goods will not apply to this Agreement.

6.2. Arbitration Agreement.

(a) Any Dispute will be finally resolved by binding arbitration, except claims:

(i) in small claims court; and

(ii) for injunctive relief arising out of the infringement or other misuse of intellectual property rights (such as the Marks or DoorDash IP).

(b) Any reference to arbitration under this clause will be deemed a submission to arbitration within the meaning of the International Arbitration Act 1974 (Cth).

(c) The Parties further agree that any and all arbitration proceedings, including any discovery, hearings and rulings, will be confidential to the fullest extent permitted by Law, provided that if the Parties involved in any Dispute are unable to agree on an arbitrator within five (5) business days after delivery by one Party to the other of any written notice setting out the Dispute and requiring the matter in Dispute to be referred to arbitration by a single arbitrator in accordance with this clause, either Party may by written notice request that an arbitrator be appointed by the President of the Law Society of Victoria, whose appointment will be binding on the Parties. Judgment on the resulting award may be entered in any court having jurisdiction.

(d) This arbitration agreement explicitly supersedes any and all different or contradictory terms included in the Agreement.

(e) This arbitration agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement, and explicitly supersedes any and all different or contradictory terms included in the Agreement.

6.3. Fees. In the event of any Dispute, the Party prevailing in such Dispute will be entitled to collect from the other Party all costs incurred in such Dispute, including administrative, solicitor fees, costs of collection, and filing fees and the arbitrator’s fees and costs.

7. CHANGE OF CONTROL.

7.1. In the event there is a change or transfer in ownership of a Franchisee Location, Franchisee agrees to;

(a) notify DoorDash thirty (30) days prior to such change or transfer of ownership; and

(b) provide DoorDash with all relevant details related to the change or transfer of ownership, including the new owner’s contact information, the date of the change or transfer of ownership, and the relevant terms of the change or transfer of ownership (i.e., the existing amounts owed to DoorDash related to such Franchisee Location).

7.2. In order for DoorDash to provide services to any new owner of a Franchisee Location, any amounts owed to DoorDash must be fully paid. DoorDash may elect, in its sole discretion, to perform a credit review on a new owner before providing services to such new owner.

8. MISCELLANEOUS.

8.1. Notices under this Franchisee Agreement to each Party will be sent to the respective addresses notified from time to time by the Franchisee to DoorDash or alternatively to the Merchant.

8.2. This Franchisee Agreement, including the incorporated Agreement, sets out the entire agreement between DoorDash and Franchisee. This Franchisee Agreement supersedes and replaces in its entirety any agreement entered into between DoorDash and Franchisee for the Franchisee Locations prior to the Franchisee Effective Date.