Merchant Terms of Service - US - English - Storefront Product Addendum

Storefront Addendum Effective Date: April 21, 2022

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

1. PREAMBLE. DoorDash provides certain website drafting, coding, integration, and implementation services (the “Services”). Merchant wishes to partner with DoorDash to use the Services pursuant to the terms herein, which include:

A. Creation of a Merchant-branded ordering experience;

B. Configuring Merchant’s menu, including items and prices;

C. Transmitting orders to Merchant’s order protocol;

D. Facilitating the processing of payments;

E. Sharing of reports, analysis, insights;

F. Advising Merchant on online ordering growth; and/or

G. Other services as may be appropriate from time to time.

2. DEFINITIONS.

2.1. “DoorDash Materials” means any and all software (including object and source code), end-user technical documentation, flow charts, algorithms, documentation, adversary information, report templates, know-how, inventions, techniques, models, DoorDash trademarks, ideas, and any and all other works and materials developed hereunder (including without limitation all intellectual property rights therein and thereto).

2.2. “Fees” means any fee(s) as set forth in the Rate Card (including Setup Fee, Software Fee, Merchant Fee, Merchant Customer Fee, Payment Processing Fee, PickUp Fee, and Delivery Fee).

2.3. “Force Majeure Event” means, with respect to a Party, any event or circumstance, whether or not foreseeable, that was outside the control of that Party.

2.4. “License Term” means the period of time during which Merchant is authorized by DoorDash to access and use the Product or Service(s) as set forth in the applicable Order.

2.5. “Merchant Customer Data” means, for purposes of this Storefront Addendum, information accessible to Merchant through the Storefront Product, which may include Personal Information (as that term is defined in the Terms of Service), such as full name, email address, delivery address, and phone number.

2.6. “Storefront Product” means DoorDash’s products and/or services related to DoorDash’s provision of an online ordering portal to Merchant pursuant to the terms hereunder, including any DoorDash Materials and any Updates (as applicable) thereto, that may be made available to Merchant from time to time by DoorDash.

2.7. “Representatives” means the Recipient’s employees and contractors, including without limitation, counsel, accountants and financial advisors.

2.8. “Updates” means any correction, update, upgrade, patch, other modification, or addition made by DoorDash to any object code software component of a Storefront Product and made available to Merchant by DoorDash from time to time.

3. PAYMENT AND REFUNDS.

3.1. Payment. Merchant will pay the fees for the Storefront Product as set forth in the Rate Card. All fees and other amounts are non-refundable (except as otherwise expressly provided in this Storefront Addendum) and exclusive of any applicable sales, use, value added, withholding, and other transaction related taxes, and Merchant will pay all such taxes levied or imposed by reason of the transactions hereunder, except for taxes based on DoorDash’s net income or related to DoorDash’s employees.

3.2. Taxes. DoorDash shall charge and collect from Customers the applicable value added, goods and services, state and local sales, use, or similar taxes for the Merchant Products sold on the DoorDash Platform (“Collected Taxes”). In any jurisdiction where DoorDash is required to remit Collected Taxes as a marketplace facilitator, DoorDash will be responsible for remitting such taxes to the appropriate tax authorities. Any Collected Taxes that are not required to be remitted under the marketplace facilitator laws will remain the responsibility of the Merchant and Merchant will be responsible for remitting any such portion of Collected Taxes to the appropriate tax authorities. In all other jurisdictions, DoorDash will send Collected Taxes to Merchant, and Merchant will be responsible for remitting the total amount of Collected Taxes to the appropriate tax authorities of those jurisdictions. For clarity, DoorDash will be responsible for the collection and remittance of any value added, goods and services, sales, use, or similar tax related to Customer fees for services supplied by DoorDash, including but not limited to Delivery Fee, Service Fee, Surcharge Fee, and Small Order Fee, that DoorDash charges to Customer.

3.3. Based on the “Billing Frequency” listed in the Rate Card, the “Software Subscription Fee” listed in the table will also apply per Active Location for hosting and maintenance of the Products.

3.4. Delivery Fees. The Parties acknowledge that the total delivery fee amount due to DoorDash for each Delivery Order (the “Total Delivery Fee”) includes the Merchant Delivery Fee plus the Customer Delivery Fee. DoorDash will charge Merchant a Merchant Delivery Fee, the Payment Processing Fee and the Payment Processing Rate amount per Delivery Order. DoorDash will charge the Merchant Customer a Customer Delivery Fee and the Customer Service Fee amount for each Delivery Order. As of the Effective Date of this Storefront Addendum, the portion of the Total Delivery Fee charged to the Merchant Customer shall equal the Customer Delivery Fee stated above. Notwithstanding the foregoing, the Merchant shall have the ability to adjust the portion of the Total Delivery Fee to be charged to the Merchant Customer as the Customer Delivery Fee upon notice to DoorDash or through the Merchant Portal, as available.

3.5. Pick Up Fees. DoorDash will charge Merchant the Merchant Pick Up Fee for Pick Up Orders (if applicable), a Payment Processing Fee and a Payment Processing Rate per Pick Up Order as listed above.

3.6. Small Order Fees. Merchant acknowledges that DoorDash may charge Customers a delivery fee (“Delivery Fee”) or pick up fee (“Pick Up Fee”), plus (a) a service fee (“Service Fee”) of the subtotal as listed in the table above, or (b) a small order fee of $2.00 for orders with a subtotal less than $10.00. DoorDash may update, waive or Customer fees at its discretion.

3.7. Payment Processing. DoorDash will withhold the Storefront Fees from Merchant via Merchant’s Stripe Connected Account. Merchant acknowledges it is required to have a Merchant Stripe Connected Account for its payments processing services.

3.8. California Merchant Location(s). For Merchant Location(s) in California, USA, DoorDash will add a service fee surcharge to orders placed with any of Merchant’s stores that are located in California to account for increases in DoorDash operating expenses due to Proposition 22.

3.9. Merchant Customer Fee Refunds. The Fee for a Merchant Customer order cancelled after a Dasher has been dispatched is non-refundable.

3.10. Redelivery. Merchant Customer 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 a separate delivery.

3.11. Support. Merchant will have access to DoorDash’s support services if any issues, questions, or concerns relating to deliveries arise.

3.12. Chargeback Coverage. Notwithstanding the foregoing and absent Merchant’s fraud, DoorDash shall not charge Merchant for chargebacks.

3.13. Tips. Merchant will distribute tips provided by Merchant Customers in accordance with applicable law. In addition to its obligations set forth in the Agreement, Merchant agrees to defend, indemnify and hold harmless DoorDash from and against Losses arising out of Merchant’s failure to distribute tips to Merchant’s delivery personnel or as otherwise required by applicable law.

4. ACCESS AND USE RIGHTS.

4.1. Access and Use Rights. Subject to the terms and conditions of the Agreement and this Storefront Addendum (including DoorDash’s receipt of applicable fees), DoorDash grants Merchant, under DoorDash’s intellectual property rights in and to the applicable Storefront Product, a non-exclusive, non-transferable, non-sublicensable license to access and use the Storefront Products and receive the Services in accordance with this Storefront Addendum during the applicable Term. The license granted under this Storefront Addendum to use the Storefront Products and receive the Services shall apply automatically to any store Merchant adds to the DoorDash Marketplace, unless Merchant expressly removes any store through the Merchant Portal or request in writing (which can be sent to [email protected]) that DoorDash remove any store.

4.2. Restrictions. The access and use rights set forth in Section 4.1 do not include any rights to, and Merchant will not, with respect to any DoorDash Product (or any portion thereof): (a) alter, translate and/or create derivative works of or otherwise modify a DoorDash Product without DoorDash’s permission; (b) sublicense, distribute or otherwise transfer a DoorDash Product to any third party; (c) allow third parties to access or use a DoorDash Product (except as expressly permitted herein); (d) create public Internet “links” to a DoorDash Product or “frame” or “mirror” any DoorDash Product content on any other server or wireless or Internet-based device; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code (if any) for a DoorDash Product (except to the extent that such prohibition is expressly precluded by applicable law), circumvent its functions, or attempt to gain unauthorized access to a DoorDash Product or its related systems or networks; (f) remove or alter any notice of proprietary right appearing on a DoorDash Product; (g) use any feature of DoorDash APIs for any purpose other than in the performance of this Storefront Addendum; or (h) cause, encourage or assist any third party to do any of the foregoing. Merchant agrees to use a DoorDash Product in accordance with laws, rules and regulations directly applicable to Merchant.

4.3. Installation and User Accounts. Merchant shall notify DoorDash if Merchant learns of any unauthorized access or use of Merchant’s user accounts or passwords for a DoorDash Product.

4.4. Services. Services will commence on a mutually agreed upon date. With respect to Services performed on a time and materials basis, DoorDash will notify Merchant of any overages of estimated timelines and obtain Merchant’s consent prior to incurring any overages. Services performed on a fixed fee basis are limited to the scope of services stated hereunder.

4.5. Data Use.

4.5.1. Merchant Customer Data. DoorDash shall process such Merchant Customer Data solely for the purposes set forth in this Storefront Addendum and for the benefit of Merchant as part of the Services, unless otherwise required or permitted by law. Merchant agrees to use Merchant Customer Data that it receives (a) in compliance with the privacy policy set forth in Exhibit A (the “Privacy Policy”) and (b) in compliance with applicable law, including, without limitation, the Telephone Consumer Protection Act (the “TCPA”), and (c) shall not use DoorDash’s name or logo in such outreach. DoorDash will not be responsible for Merchant’s failure to comply with its obligations in this Section 4.5 with respect to any Merchant Customer Data.

4.5.2. Consumer Terms and Conditions and Privacy Policy. DoorDash will provide hyperlinks on Storefront Product webpages to the Privacy Policy substantially in the form attached as Exhibit A and consumer terms and conditions substantially in the form attached as Exhibit B (“Consumer Terms and Conditions”), which will inform Merchant Customers how their information will be processed by Merchant (referred to in both documents as “Company”) and by DoorDash. Merchant is responsible for obtaining and maintaining valid consent for DoorDash to process consumer data as required for Merchant’s use of the Services and for ensuring that the Privacy Policy and Consumer Terms and Conditions comply with applicable law and must review and, where necessary, amend these documents. DoorDash assumes no liability for the compliance of the Privacy Policy and Consumer Terms and Conditions provided herein. DoorDash will insert Merchant’s name and contact information in the Privacy Policy and Consumer Terms and Conditions. Except for the provisions preceding Section 1, including those pertaining to arbitration and limitation of liability, Merchant should otherwise edit the Privacy Policy and Consumer Terms and Conditions provided by DoorDash either in the Merchant Portal if available, or by providing an edited copy of the updated Privacy Policy and Consumer Terms and Conditions to DoorDash at least five (5) days in advance of the launch date.

4.5.3. Effect of Termination. Upon termination of this Storefront Addendum or the Sign-Up Sheet for any reason other than Merchant’s material breach, Merchant may request a copy of the Merchant Customer Data associated with Merchant’s orders, subject at all times to the restrictions set forth in Section 4.5.1. Such request must occur within thirty (30) days of the termination effective date.

4.5.4. Restrictions. DoorDash shall not use Merchant Customer Data for marketing or promotional purposes.

4.5.5. Personnel. Merchant will be solely responsible for all acts and omissions of its personnel, including, without limitation, breach of the terms of this Storefront Addendum applicable to such personnel. DoorDash is not responsible for any acts or omissions of Merchant or Merchant’s personnel with respect to their usage of Merchant Customer Data.

4.6. Third Party Services. Merchant is responsible for obtaining and maintaining all telecommunications, broadband, computer equipment, and services needed to access and use the Storefront Product and for paying all charges related thereto.

5. INTELLECTUAL PROPERTY.

5.1. DoorDash’s Intellectual Property. Storefront Products are licensed, not sold. DoorDash owns and retains all right, title and interest (including all intellectual property rights) in and to the Storefront Product and enhancements to the Storefront Product.

5.2. Remedies. If a claim of infringement of any third party intellectual property rights arises, the Indemnifying Party may at its expense and sole discretion: (a) procure the right to allow the Indemnified Party to continue using the applicable DoorDash Product; (b) modify or replace the applicable DoorDash Product to become non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate Merchant’s license or access to the affected portion of applicable DoorDash Product and refund a portion of the pre-paid, unused software and Services Fees paid by Merchant corresponding to the unused period of the License Term.

5.3. Exclusions. DoorDash shall have no obligations to indemnify Merchant for claims of infringement of third party intellectual property rights if the claim is based upon or arises out of: (a) any modification to the applicable DoorDash Product not made by DoorDash, (b) any combination or use of the applicable DoorDash Product with or in any third-party software, hardware, process, firmware, or data, to the extent that such claim is based on such combination or use, and/or (c) Merchant’s use of the DoorDash Product outside the scope of the rights granted under this Storefront Addendum.

6. WARRANTIES AND DISCLAIMER.

6.1. Warranties.

6.1.1. Product Warranty. DoorDash warrants that it has used industry standard techniques to prevent the Storefront Products at the time of delivery from injecting malicious software viruses into Merchant’s endpoints where the Storefront Products are installed.

6.1.2. Services Warranty. DoorDash warrants to Merchant that it will perform all Services in a professional and workmanlike manner consistent with generally accepted industry standards. Merchant’s remedy for a breach of this warranty will be for DoorDash, at its option and expense, to (a) use commercially reasonable efforts to re-perform the non-conforming Services, or (b) refund the portion of the fees paid attributable to the non-conforming Services. If DoorDash cannot correct the breach within thirty (30) days from receipt of notice, then Merchant may terminate the remainder of the term of this Storefront Addendum and receive a refund of Fees paid for nonconforming or unperformed Services.

6.1.3. Exclusions. The express warranties do not apply if the applicable Storefront Product or Service (a) has been modified, except by DoorDash, or (b) has not been installed, used or maintained in accordance with this Storefront Addendum or the Agreement.

7. TERMINATION. This Storefront Addendum may be terminated pursuant to the terms of the Terms of Service. In the event of termination, pre-paid fees shall not be refunded.

Upon termination of this Storefront Addendum for any reason: (i) all Merchant’s access and use rights granted in this Storefront Addendum will immediately terminate; (ii) Merchant must promptly cease all use of the Storefront Product; and (iii) each Party shall destroy the other Party’s data and Confidential Information within thirty (30) days and certify to the other Party as to the completion thereof upon request. Sections 3, 4, 5 and 6, as well as any other sections or provisions that, by their nature, should extend beyond the term of this Storefront Addendum, shall survive expiration or termination of this Storefront Addendum for any reason.

8. GOOGLE ADD-ON. By signing up for and/or using Storefront Services, Merchant will be automatically enrolled in an add-on feature offered by DoorDash and facilitated by Google. This Third-Party Add-On Feature will display Merchant’s name, menu and store information in Google search results. Customers may then place an order and pay for their items on Google. DoorDash will facilitate the exchange of Customer Data directly between DoorDash and Google, and both DoorDash and Google will be data controllers of such Customer Data. Merchant will receive sufficient information to prepare the order but will not own such Customer Data and may not use this data for remarketing or to build user profiles. For purposes of this Third-Party Feature only, Merchant hereby grants DoorDash a non-exclusive, royalty-free, fully-paid up, worldwide, irrevocable, perpetual license and right to use and display Merchant’s name, menu, and store information in Google search results. Merchant may opt out of this Third-Party Add-On Feature at any time by completing the form at https://forms.gle/EG2Fs61ELGz85K8Z8. This Third-Party Add-On Feature is separate and apart from the Storefront Services so if Merchant elects to opt-out of this feature, Merchant may choose to continue with the Storefront Services offered by DoorDash.