ICA - CAN - English - Dx Pages (1-11)
This Agreement (“Agreement”) is made and entered into by and between you, the undersigned contractor (“CONTRACTOR”), an independent contractor engaged in the business of performing the services contemplated by this Agreement, and DoorDash Technologies Canada, Inc. (“DOORDASH,” “COMPANY,” “we,” “us,” or “our”). CONTRACTOR may enter this Agreement either as an individual sole proprietor or a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services.
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY ACCESSING THE DOORDASH PLATFORM AS A DASHER, YOU AGREE TO BE BOUND BY (1) THIS AGREEMENT, (2) DOORDASH E-SIGN CONSENT AGREEMENT, (3) DOORDASH DASHER PRIVACY POLICY, AND (4) DOORDASH CONSUMER TERMS OF SERVICE.
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION XII, AS IT REQUIRES THE PARTIES (UNLESS YOU VALIDLY OPT OUT OF ARBITRATION, AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION XII, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.
RECITALS
DOORDASH is a company that provides an online marketplace platform using web-based technology that connects contractors, restaurants and/or other businesses, and consumers (“DOORDASH platform” or “platform”). DOORDASH’s software permits registered users to place orders for food and/or other goods from various restaurants and businesses. Once such orders are made, DOORDASH software notifies contractors that a Delivery Opportunity is available and the DOORDASH software facilitates completion of the delivery. DOORDASH is not a restaurant, food delivery service, or food preparation business.
CONTRACTOR is an independent provider of delivery and other services, authorized to conduct the services contemplated by this Agreement in the geographic location(s) in which CONTRACTOR operates. CONTRACTOR possesses all equipment and personnel necessary to perform the delivery and any other services contemplated by this Agreement in accordance with applicable laws. CONTRACTOR desires to enter into this Agreement for the right to receive delivery opportunities made available through DOORDASH'S platform. CONTRACTOR understands and expressly agrees that they are not an employee of DOORDASH or any restaurant, other business or consumer and that they are providing delivery and other services on behalf of themself and their business, not on behalf of DOORDASH. CONTRACTOR understands (i) they are free to select the times they wish to be available on the platform to receive delivery opportunities; (ii) they are free to negotiate their compensation by among other things accepting or rejecting the opportunities transmitted through the DOORDASH platform by consumers, and can make such decisions to maximize their opportunity to profit; and (iii) they have the sole right to control the manner in which deliveries are performed and the means by which those deliveries are completed.
In consideration of the above, as well as the mutual promises described herein, DOORDASH and CONTRACTOR (collectively “the parties”) agree as follows:
I. PURPOSE OF THE AGREEMENT
This Agreement governs the relationship between DOORDASH and CONTRACTOR, and establishes the parties’ respective rights and obligations. In exchange for the promises contained in this Agreement, CONTRACTOR shall have the right and obligation to perform the “Contracted Services” as defined herein. However, nothing in this Agreement requires CONTRACTOR to perform any particular volume of Contracted Services during the term of this Agreement, and nothing in this Agreement shall guarantee CONTRACTOR any particular volume of business for any particular time period.
CONTRACTOR shall have no obligation to accept or perform any particular “Delivery Opportunity” (as that term is defined herein) offered through the DOORDASH platform. However, once a Delivery Opportunity is accepted, CONTRACTOR shall be contractually bound to complete the Contracted Services in accordance with all consumer and merchant specifications and the terms laid out in this Agreement.
II. CONTRACTOR'S OPERATIONS
CONTRACTOR represents that they operate an independently established enterprise that provides delivery and other services, and that they satisfy all legal requirements and have all necessary licenses and permits necessary to perform any services contemplated by this Agreement. As an independent contractor/enterprise, CONTRACTOR shall be solely responsible for determining how to operate their business and how to perform the Contracted Services.
CONTRACTOR agrees to provide DOORDASH with information that is true and accurate, and to promptly inform DOORDASH should any information require updating.
CONTRACTOR agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. DOORDASH shall have no right to, and shall not, control the manner, method or means CONTRACTOR uses to perform the Contracted Services. Instead, CONTRACTOR shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including determining the manner of pickup, delivery, and route selection.
As an independent business enterprise, CONTRACTOR retains the right to perform services (whether delivery services or other services) for other businesses, and CONTRACTOR represents that they advertise and hold themself out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with other businesses to supply the same or similar services and nothing in this Agreement shall prevent CONTRACTOR or DOORDASH from doing business with others. DOORDASH does not have the right to restrict CONTRACTOR from performing services for CONTRACTOR’s own business, other businesses, customers, or consumers at any time, even if such business directly competes with DOORDASH, and even during the time CONTRACTOR is logged into the DOORDASH platform so long as such services do not otherwise violate this agreement. CONTRACTOR’s right to compete with DOORDASH, or perform services for businesses that compete with DOORDASH, will survive even after termination of this Agreement.
CONTRACTOR is not required to purchase, lease, or rent any products, equipment or services from DOORDASH as a condition of doing business with DOORDASH or entering into this Agreement.
CONTRACTOR agrees to immediately notify DOORDASH in writing at www.doordash.com/help/ if CONTRACTOR’s right to control the manner or method they use to perform services differs from the terms contemplated in this Section.
When signing up to be a user of the DOORDASH platform, CONTRACTOR’s information will be used to create an account. CONTRACTOR may not sign up to be a Dasher more than once by creating multiple accounts.
CONTRACTOR acknowledges that when engaging with the DOORDASH platform on a mobile device, data usage and rates may apply.
By using the DOORDASH platform, CONTRACTOR also agrees to be bound by the DOORDASH Consumer Terms of Service and that any breach of the DOORDASH Consumer Terms of Service will be considered a breach of this Agreement. However, to the extent that this Agreement and the DOORDASH Consumer Terms of Service conflict, the terms of this Agreement shall govern.
To prevent unauthorized access to CONTRACTOR’s account and to prevent unauthorized use of the DOORDASH platform, CONTRACTOR agrees to protect and keep confidential their email, phone number, password, or other means of accessing their account via the DOORDASH platform. CONTRACTOR acknowledges that unauthorized use of CONTRACTOR’s account, email, phone number and password could lead to financial loss and access to CONTRACTOR’s sensitive personal and account information. If CONTRACTOR discloses their account information, user ID, and/or password to any person or entity, CONTRACTOR assumes all risks and losses associated with such disclosure. If CONTRACTOR believes someone may attempt to use or has accessed CONTRACTOR’s account without CONTRACTOR’s permission, or that any other unauthorized use or security breach has occurred, CONTRACTOR agrees to immediately notify us at www.doordash.com/help/.
III. CONTRACTED SERVICES
From time to time, the DOORDASH platform will notify CONTRACTOR of the opportunity to complete deliveries from restaurants or other businesses to consumers in accordance with orders placed by consumers through the DOORDASH platform or directly from restaurants or other businesses (each of these is referred to as a "Delivery Opportunity"). CONTRACTOR agrees by logging into the DOORDASH platform as a Dasher, CONTRACTOR is making themself available to receive Delivery Opportunities, which CONTRACTOR may accept or reject. For each Delivery Opportunity accepted by CONTRACTOR ("Contracted Service"), CONTRACTOR agrees to proceed to the restaurant or other business to retrieve the order in a safe and timely fashion, ensure the order is accurately filled according to the consumer, restaurant, and/or business specifications, and complete delivery of the order to consumers in a safe and timely fashion without taking any action that would change the quality or presentation of the items being delivered and while adhering to reasonable expectations on food safety, quality and health standards as required by the restaurants or other businesses and/or applicable law. A Delivery Opportunity is considered complete when the order has been delivered to the ordering party, or, and only when applicable, placed in a designated area as selected by the consumer, in addition to any other task required for completion of the delivery. CONTRACTOR agrees to timely mark a delivery as completed through the DOORDASH platform upon delivery of the order to the ordering party.
CONTRACTOR understands and agrees that the parameters of each Contracted Service are established by the consumer, restaurant, and/or other business, not DOORDASH, and represent the end result desired, not the means by which CONTRACTOR is to accomplish the result. CONTRACTOR has the right to cancel a Contracted Service when, in the exercise of CONTRACTOR's reasonable discretion and business judgment, it is appropriate to do so. Notwithstanding the foregoing, CONTRACTOR agrees to maintain both a customer rating and a completion rate found here as of the date this Agreement becomes effective. Failure to satisfy this obligation constitutes a material breach of this Agreement, and DOORDASH shall have the right to terminate this Agreement and/or deactivate CONTRACTOR'S account.
CONTRACTOR acknowledges that DOORDASH has discretion as to which, if any, Delivery Opportunity to present to CONTRACTOR, just as CONTRACTOR has the discretion whether and to what extent to accept any Delivery Opportunity.
CONTRACTOR warrants that CONTRACTOR is engaged in CONTRACTOR’s own business, separate and apart from DOORDASH’S business, which is to provide an online marketplace platform using web-based technology that connects contractors, restaurants and/or other businesses, and consumers.
CONTRACTOR authorizes DOORDASH, during the course of a Contracted Service, to communicate with CONTRACTOR, consumer, and/or restaurant or other business to assist CONTRACTOR, or facilitate direct communication between CONTRACTOR and the consumer, restaurant, and/or business, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall DOORDASH be authorized to control the manner or means by which CONTRACTOR performs delivery services or other services contemplated under this Agreement. This includes, but is not limited to, the following:
DOORDASH does not require any specific type, or quality, of CONTRACTOR’s choice of transportation.
CONTRACTOR does not have a supervisor or any individual at DOORDASH to whom they report.
CONTRACTOR is not required to use any signage or other designation of DOORDASH on their vehicle or person at any point in their use of the platform to perform the Contracted Services.
DOORDASH has no control over CONTRACTOR’s personal appearance.
CONTRACTOR does not receive performance evaluations by DOORDASH.
CONTRACTOR may use whatever payment method they choose to purchase items to be delivered to consumers, including but not limited to CONTRACTOR's personal credit or debit card, cash, or a prepaid card. CONTRACTOR may use, for CONTRACTOR's convenience, the prepaid card solely for purchasing items to be delivered to consumers. If CONTRACTOR chooses to use their personal credit or debit card or cash, CONTRACTOR shall invoice DOORDASH on a weekly basis and DOORDASH agrees to pay all invoices within 10 days of receipt.
In the event CONTRACTOR fails to fully perform any Contracted Service (a "Service Failure") due to CONTRACTOR's action or omission, CONTRACTOR shall forfeit all or part of the agreed upon fee for that service. If CONTRACTOR disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the "Payment Disputes" provision below.
CONTRACTOR agrees to immediately notify DOORDASH in writing by submitting a Support inquiry through https://help.doordash.com/s/ if CONTRACTOR's services or scope of work differ in any way from what is contemplated in this Section.
IV. CONTENT
Parts of the DOORDASH platform enable CONTRACTOR to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, CONTRACTOR grants DOORDASH a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. If Content includes personal information, DOORDASH’s Privacy Policy describes how DOORDASH uses that personal information. CONTRACTOR agrees that it shall have no right of approval and no claim to additional compensation or benefit, and no claim (including, without limitation, claims based upon invasion of privacy, defamation, or right of publicity) with respect to DOORDASH’s use of the Content as provided herein. Where DOORDASH pays for the creation of Content or facilitates its creation, DOORDASH may own that Content, in which case supplemental terms or disclosures will say that. CONTRACTOR is solely responsible for all Content that CONTRACTOR provides and warrants that CONTRACTOR either owns it or is authorized to grant DOORDASH the rights described in these Terms. CONTRACTOR is responsible and liable if any of CONTRACTOR’s Content violates or infringes the intellectual property or privacy rights of any third party. Content that is, among other things, discriminatory, obscene, harassing, deceptive, violent, or illegal is prohibited, and Content must comply with all applicable DOORDASH policies, including but not limited to the DOORDASH Content Policy. CONTRACTOR agrees that DOORDASH may make available services or automated tools to translate Content and that CONTRACTOR’s Content may be translated using such services or tools.
V. RELATIONSHIP OF PARTIES
The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
DOORDASH shall not have the right to, and shall not, control the manner or the method of accomplishing Contracted Services to be performed by CONTRACTOR. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in DOORDASH have been inserted solely for the safety of consumers and other CONTRACTORS using the DOORDASH platform or to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof.
CONTRACTOR agrees to report all payments made by DOORDASH to CONTRACTOR to the appropriate federal, provincial, and local tax authorities. Moreover, and where required by law, CONTRACTOR understands and agrees to remit (when necessary) all required payments to the appropriate federal, provincial and local tax authorities.
VI. PAYMENT FOR SERVICES
Unless a different rate of pay is negotiated or CONTRACTOR is notified otherwise by DOORDASH in writing or except as provided herein, CONTRACTOR will receive payment per accurate Contracted Service completed in an amount consistent with the publicly provided pay model, which CONTRACTOR can view here. DOORDASH reserves the right to adjust or withhold all or a portion of payment owed to CONTRACTOR if DOORDASH reasonably believes that CONTRACTOR has defrauded or abused, or attempted to defraud or abuse, the platform. From time to time, DOORDASH may offer opportunities for CONTRACTOR to earn more money for performing Contracted Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay, and CONTRACTOR is free to accept or reject any such opportunities to be paid at different rates.
DOORDASH’s online credit card software may permit consumers to add a gratuity to be paid to CONTRACTOR, and consumers can also pay a gratuity to CONTRACTOR in cash. CONTRACTOR shall retain 100% of any gratuity paid by the consumer, whether by cash or credit card. DOORDASH acknowledges it has no right to interfere with the amount of gratuity given by the consumer to the CONTRACTOR.
For purchases that involve consumer payment via the DOORDASH platform, DOORDASH will process payments made by consumers and transmit applicable payment for the Contracted Services to CONTRACTOR. Payments for all Contracted Services completed in a given week, less the amount of cash payments that CONTRACTOR receives from cash-based Contracted Services they complete, will be transferred via direct deposit on no less than a weekly basis unless DOORDASH notifies CONTRACTOR otherwise in writing or CONTRACTOR opts to receive payments sooner via Fast Pay or the DasherDirect program.
DOORDASH offers CONTRACTOR the option to receive payments daily to a debit card via Fast Pay. For a fee of $1.99 per transaction, DOORDASH will transfer these funds earlier than the scheduled weekly payout. By electing to use Fast Pay, CONTRACTOR agrees to be charged $1.99 per transaction and bound by any and all conditions set forth here.
CONTRACTOR is responsible for verifying the accuracy of their bank account and/or debit card information to receive timely payments. DOORDASH is not responsible for lost or late payments due to incorrect routing and/or account information.
By agreeing to any separate contract with a third-party that will process payments owed under this Agreement to CONTRACTOR, CONTRACTOR agrees that DOORDASH shall discharge its payment obligations to CONTRACTOR by funding the amounts payable and directing the third-party processor to pay such funded amounts to CONTRACTOR. After DOORDASH funds and directs payment, any continuing refusal by the third-party processor to issue payment to CONTRACTOR shall be the responsibility of CONTRACTOR to resolve.
From time to time, DOORDASH may offer CONTRACTOR a cash-based Delivery Opportunity. The order subtotal and CONTRACTOR earnings from those Delivery Opportunities will be deducted from CONTRACTOR’s earnings balance in the DOORDASH platform, and CONTRACTOR will keep the cash provided by the customer. CONTRACTOR is responsible for tracking, reporting, and paying appropriate taxes on all tips received from cash-based Delivery Opportunities.
Notwithstanding the terms of Section VI(1) – (3), fulfillment orders placed directly with restaurants or other businesses rather than through the platform or doordash.com (“Fulfillment Orders”) may be subject to a different payment model. More information regarding Fulfillment Orders may be found here. Nothing prevents the parties from negotiating a different rate of pay for a Fulfillment Order, and the CONTRACTOR is free to accept or reject Fulfillment Order opportunities. As with all Delivery Opportunities, CONTRACTOR shall retain 100% of any gratuity paid by the consumer for a Fulfillment Order. DoorDash's software may not always include an option to add gratuity for Fulfillment Orders; however, consumers can pay a gratuity to CONTRACTOR in cash.
From time to time, DOORDASH may offer various Dasher promotions or referral programs. CONTRACTOR agrees that they will not manipulate or abuse the referral programs or Dasher promotions by, among other things: (a) tampering with the location feature on their mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or, (c) creating multiple Dasher or consumer accounts. CONTRACTOR understands that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to deactivation of their account.
VII. PAYMENT DISPUTES
CONTRACTOR's Failure: In the event there is a Service Failure, CONTRACTOR shall not be entitled to payment as described above (as determined in DOORDASH’s reasonable discretion). Any withholding of payment shall be based upon proof provided by the consumer, restaurant or other business, CONTRACTOR, and any other party with information relevant to the dispute. DOORDASH shall make the initial determination as to whether a Service Failure was the result of CONTRACTOR's action/omission. CONTRACTOR shall have the right to challenge DOORDASH’s determination through any legal means contemplated by this Agreement; however, CONTRACTOR shall notify DOORDASH in writing at www.doordash.com/help/ of the challenge and provide DOORDASH the opportunity to resolve the dispute. CONTRACTOR should include any documents or other information in support of their challenge.
DOORDASH’s Failure: In the event DOORDASH fails to remit payment in a timely or accurate manner, except as provided in Section VI(5), CONTRACTOR shall have the right to seek proper payment by any legal means contemplated by this Agreement and, should CONTRACTOR prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment, provided, however, CONTRACTOR shall first inform DOORDASH in writing at www.doordash.com/help/ of the failure and provide a reasonable opportunity to cure it.
VIII. EQUIPMENT AND EXPENSES
CONTRACTOR represents that they have or can lawfully acquire all equipment, including vehicles and food thermal bags ("Equipment") necessary for performing Contracted Services, and CONTRACTOR is solely responsible for ensuring that any vehicle used conforms to all vehicle laws pertaining to registration, safety, equipment, inspection, and operational capability.
CONTRACTOR agrees that they are responsible for all costs and expenses arising from CONTRACTOR's performance of Contracted Services, including, but not limited to, costs related to CONTRACTOR's Personnel (defined below) and Equipment. Except as otherwise required by law, CONTRACTOR assumes all risk of damage or loss to their Equipment.
IX. PERSONNEL
In order to perform any Contracted Services, CONTRACTOR must, for the safety of consumers on the DOORDASH platform, pass a background check administered by a third-party vendor, subject to CONTRACTOR's lawful consent. CONTRACTOR is not required to perform any Contracted Services personally, but may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage others (as employees or subcontractors of CONTRACTOR) to perform all or some of the Contracted Services, provided any such employees or subcontractors meet all the requirements applicable to CONTRACTOR including, but not limited to, accepting the terms of this Agreement, separately completing the process to receive Delivery Opportunities, and being eligible to provide the Contracted Services in the geographic location. To the extent CONTRACTOR furnishes their own employees or subcontractors (collectively "Personnel"), CONTRACTOR shall be solely responsible for the direction and control of the Personnel CONTRACTOR uses to perform all Contracted Services.
CONTRACTOR assumes full and sole responsibility for the payment of all amounts due to their Personnel for work performed in relation to this Agreement, including all wages, benefits and expenses, if any, and for all required provincial and federal income tax, unemployment insurance contributions, and social security taxes as to CONTRACTOR and all Personnel employed by CONTRACTOR in the performance of Contracted Services under this Agreement. DOORDASH is not an employer or joint employer of CONTRACTOR’s Personnel, and shall have no responsibility for any wages, benefits, expenses, or other payments due CONTRACTOR’s Personnel, nor for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to CONTRACTOR or their Personnel. Neither CONTRACTOR nor their Personnel shall receive any wages, including vacation pay or holiday pay, from DOORDASH, nor shall they participate in or receive any other benefits, if any, available to DOORDASH’s employees.
Unless mandated by law, DOORDASH shall have no authority to withhold provincial or federal income taxes, withholdings, deductions, premiums or any other local, provincial or federal tax on behalf of CONTRACTOR or his/her Personnel.
CONTRACTOR and their Personnel shall not be required to wear a uniform or other clothing of any type bearing DOORDASH’s name or logo.
If CONTRACTOR uses the services of any Personnel to perform the Contracted Services, CONTRACTOR’s Personnel must satisfy and comply with all of the terms of this Agreement, which CONTRACTOR must make enforceable by written agreement between CONTRACTOR and such Personnel. A copy of such written agreement must be provided to DOORDASH at least 7 days in advance of such Personnel performing the Contracted Services, and CONTRACTOR must notify DOORDASH when their Personnel will be performing Contracted Services. The parties acknowledge that the sole purpose of this requirement is to ensure CONTRACTOR’s compliance with the terms of this Agreement.
X. INSURANCE
CONTRACTOR agrees, as a condition of doing business with DOORDASH, that during the term of this Agreement, CONTRACTOR will maintain current insurance, in amounts and of types required by law to provide the Contracted Services and cover CONTRACTOR during performance of the Contracted Services, at their own expense. CONTRACTOR acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of CONTRACTOR’s right to receive Delivery Opportunities.
NOTIFICATION OF COVERAGE: CONTRACTOR agrees to deliver to DOORDASH, upon request, current certificates of insurance as proof of coverage. CONTRACTOR agrees to provide updated certificates each time CONTRACTOR purchases, renews, or alters CONTRACTOR’s insurance coverage. CONTRACTOR agrees to give DOORDASH at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by this Agreement.
WORKERS’ COMPENSATION/OCCUPATIONAL ACCIDENT INSURANCE: CONTRACTOR agrees that CONTRACTOR will maintain sufficient insurance to cover any risks or claims arising out of or related to CONTRACTOR’S relationship with DoorDash, including workers’ compensation insurance where required by law. CONTRACTOR acknowledges and understands that CONTRACTOR will not be eligible for workers’ compensation benefits through DOORDASH and is instead responsible for maintaining CONTRACTOR’S own workers’ compensation insurance or occupational accident insurance. CONTRACTOR’S maintenance of CONTRACTOR’S own workers’ compensation insurance or occupational accident insurance will not disqualify CONTRACTOR from participating in the Occupational Accident Insurance Policy for Dashers, which DOORDASH may make available to CONTRACTOR.
XI. INDEMNITY
DOORDASH agrees to indemnify, protect and hold harmless CONTRACTOR from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from DOORDASH’s actions offering and facilitating the Contracted Services to CONTRACTOR.
CONTRACTOR agrees to indemnify, protect and hold harmless DOORDASH, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of CONTRACTOR and/or their Personnel arising from the performance of delivery services under this Agreement, including personal injury or death to any person (including to CONTRACTOR and/or their Personnel), as well as any liability arising from CONTRACTOR’s failure to comply with the terms of this Agreement. CONTRACTOR’s obligations hereunder shall include the cost of defense, including attorneys’ fees, as well as the payment of any final judgment rendered against or settlement agreed upon by DOORDASH or its parent, subsidiary and/or affiliated companies.
CONTRACTOR agrees to indemnify, protect and hold harmless DOORDASH, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all federal, provincial and local taxes, including, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under federal, state and local laws, with respect to CONTRACTOR and CONTRACTOR’s Personnel.
CONTRACTOR shall be responsible for, indemnify and hold harmless DOORDASH, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of CONTRACTOR’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
XII. MUTUAL ARBITRATION PROVISION
CONTRACTOR and DOORDASH mutually agree to this arbitration agreement, which is governed by the applicable arbitration statute in the province in which CONTRACTOR performs the majority of the services covered by this Agreement (the “Applicable Provincial Arbitration Statute”) and shall apply to any and all claims arising out of or relating to this Agreement, CONTRACTOR's classification as an independent contractor, CONTRACTOR's provision of Contracted Services to consumers, the payments received by CONTRACTOR for providing services to consumers, the termination of this Agreement, and all other aspects of CONTRACTOR's relationship with DOORDASH, past, present or future, whether arising under federal, provincial or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and human rights claims, claims relating to wage and hour laws, provincial and local statutes or regulations addressing the same or similar subject matters, and all other federal, provincial or local claims arising out of or relating to CONTRACTOR's relationship or the termination of that relationship with DOORDASH. The parties expressly agree that this Agreement shall be governed by the Applicable Provincial Arbitration Statute even in the event CONTRACTOR and/or DOORDASH are otherwise exempted from the Applicable Provincial Arbitration Statute. Any disputes in this regard shall be resolved exclusively by an arbitrator, except as explicitly set out below in Section XII(9).
This Mutual Arbitration Provision is governed by the ADR Institute of Canada, Inc. ADRIC Arbitration Rules ("ADRIC Rules"), as applicable, in all respects except as otherwise expressly agreed herein. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration. If this notice is being sent to DOORDASH, it must be sent by email to General Counsel, at [email protected]. Arbitration demands filed with ADRIC shall be submitted in accordance with the ADRIC Rules (https://adric.ca/case-administration-services/) and must include: (1) the name, telephone number, mailing address, and e-mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (4) the signature of the party seeking arbitration.
CONTRACTOR and DOORDASH agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. CONTRACTOR and DOORDASH therefore agree that, before either CONTRACTOR or DOORDASH demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. For sake of clarification only, the informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. If CONTRACTOR is represented by counsel, CONTRACTOR’s counsel may participate in the conference, but CONTRACTOR shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify DOORDASH that CONTRACTOR intends to initiate an informal dispute resolution conference, email [email protected], providing CONTRACTOR’s name, the telephone number associated with CONTRACTOR’s Dasher account (if any), the email address associated with CONTRACTOR’s Dasher account, and a description of CONTRACTOR’s claims. If DOORDASH intends to initiate an informal dispute resolution conference, DOORDASH shall do so by emailing the email address associated with CONTRACTOR’s Dasher account, and providing a description of DOORDASH’s claims. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
Notwithstanding anything to the contrary in the ADRIC Rules, the arbitration shall be heard by a single Arbitrator (selected in accordance with the ADRIC Rules), who shall be a lawyer or former judge. The seat of the arbitration shall be the capital city of the province in which CONTRACTOR performs the majority of the services covered by this Agreement as of the effective date of this Agreement. However, at CONTRACTOR’S request, the arbitration hearing may take place at a location that is within 45 kilometers of CONTRACTOR’S primary residence as of the effective date of this Agreement. The parties agree that the arbitration may proceed virtually, and the arbitrator has the discretion to order a virtual arbitration at the request of either party. Unless applicable law provides otherwise, CONTRACTOR and DOORDASH shall jointly pay (i.e., pay equal shares) the applicable filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings. DOORDASH shall pay any additional costs uniquely associated with arbitration, such as payment of the costs of ADRIC and the Arbitrator, as well as room rental or technical assistance required to support a virtual arbitration. The current fee schedule under the ADRIC Rules is available at the following link: https://adric.ca/case-administration-services/. If ADRIC is not available to arbitrate, the parties will mutually select an alternative arbitral forum.
The Arbitrator, and not any federal or provincial court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Mutual Arbitration Provision including, but not limited to any claim that all or any part of this Mutual Arbitration Provision is void or voidable. All disputes regarding the payment of Arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of CONTRACTOR and DOORDASH. Except as expressly agreed by the parties or as otherwise expressly provided herein, the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The parties agree that the Arbitrator’s powers include the following:
The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery (including oral discovery) sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
Except as provided in the Arbitration Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the substantive law of the province in which CONTRACTOR performs the majority of the services covered by this Agreement and the laws of Canada applicable that province, as applicable.
The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the applicable rules of civil procedure governing such motions in the province in which CONTRACTOR performs the majority of the services covered by this Agreement.
The Arbitrator's decision or award shall be in writing with findings of fact and conclusions of law.
The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing.
Either CONTRACTOR or DOORDASH may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.
The Arbitrator may also issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing.
The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The Arbitrator’s decision is final and binding on CONTRACTOR and DOORDASH.
Arbitration Class Action Waiver. CONTRACTOR and DOORDASH mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action, or to award relief to anyone but the individual in arbitration ("Arbitration Class Action Waiver"). Notwithstanding any other clause contained in this Agreement or the ADRIC Rules, as defined below, any claim that all or part of this Arbitration Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Arbitration Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Arbitration Class Action Waiver that is enforceable shall be enforced in arbitration. Notwithstanding any other clause contained in this Agreement or the ADRIC Rules, as defined below, any claim that all or part of this Arbitration Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.
CONTRACTOR agrees and acknowledges that entering into this arbitration agreement does not change CONTRACTOR's status as an independent contractor in fact and in law, that CONTRACTOR is not an employee of DOORDASH or its customers and that any disputes in this regard shall be subject to arbitration as provided in this agreement.
Notwithstanding anything to the contrary in this Mutual Arbitration Provision, nothing in this Mutual Arbitration Provision prevents CONTRACTOR from making a report to or filing a claim, application or charge with the applicable governmental or administrative agency or tribunal, including, as applicable, the applicable Ministry of Labour, human rights commission or tribunal, and labour relations board (cumulatively, “administrative agencies”) if the terms of applicable legislation entitle CONTRACTOR to do so and preclude exclusive pre-dispute recourse to arbitration. This Mutual Arbitration Provision also does not prevent federal, provincial or local administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Mutual Arbitration Provision, if the terms of applicable legislation preclude exclusive pre-dispute recourse to arbitration. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable legislation before bringing a claim in arbitration. DOORDASH will not retaliate against CONTRACTOR for filing a claim with an administrative agency. Disputes between the parties that may not be subject to pre-dispute arbitration agreement, including as provided by applicable legislation, are excluded from the coverage of this Mutual Arbitration Provision.
New CONTRACTOR’s Right to Opt Out of Mutual Arbitration Provision. Arbitration is not a mandatory condition of CONTRACTOR’s contractual relationship with DOORDASH, and therefore each new CONTRACTOR may submit a statement notifying DOORDASH that CONTRACTOR wishes to opt out and not be subject to this MUTUAL ARBITRATION PROVISION. Existing CONTRACTORS who have agreed to a prior version of this Agreement with DOORDASH without opting out of the Mutual Arbitration Provision contained therein do not have an opportunity to opt out of this Mutual Arbitration Provision. DOORDASH will continue to honor the valid opt outs of existing CONTRACTORS who validly opted out of the Mutual Arbitration Provision in a prior version of the Agreement. In order to opt out, CONTRACTOR must notify DOORDASH in writing of CONTRACTOR's intention to opt out by sending a letter, by First Class Mail, to DoorDash, Inc., Re: Opt Out, 303 2nd Street, Suite 800, San Francisco, CA 94107. Any attempt to opt out by email will be ineffective. The letter must state CONTRACTOR's intention to opt out. In order to be effective, CONTRACTOR's opt out letter must be postmarked within 30 days of the effective date of this Agreement. The letter must be signed by CONTRACTOR himself/herself, and not by any agent or representative of CONTRACTOR. The letter may opt out, at most, only one CONTRACTOR, and letters that purport to opt out multiple CONTRACTORS will not be effective as to any. No CONTRACTOR (or his or her agent or representative) may effectuate an opt out on behalf of other CONTRACTORS. If CONTRACTOR opts out as provided in this paragraph, CONTRACTOR will not be subject to any adverse action from DOORDASH as a consequence of that decision and he/she may pursue available legal remedies without regard to this Mutual Arbitration Provision. If CONTRACTOR does not opt out within 30 days of the effective date of this Agreement, CONTRACTOR and DOORDASH shall be deemed to have agreed to this Mutual Arbitration Provision. CONTRACTOR has the right to consult with counsel of CONTRACTOR's choice concerning this Mutual Arbitration Provision (or any other provision of this Agreement).
Except as specified in the prior paragraph, this Mutual Arbitration Provision supersedes any and all prior arbitration agreements between CONTRACTOR and DOORDASH and is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.
