User Terms for Mercari Users
Last Updated: June 22, 2022
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “USER”) AND DOORDASH, INC. AND ITS SUBSIDIARIES OR AFFILIATES (“DOORDASH”). YOU AGREE TO DOORDASH FACILITATING DELIVERY OF ORDERS FOR GOODS BOUGHT AND SOLD ON MERCARI INC.’S (MERCARI) ONLINE CONSUMER-TO-CONSUMER MARKETPLACE THAT ENABLES INDIVIDUALS TO BUY OR SELL GOODS FROM OTHER USERS (THE “MERCARI MARKETPLACE”) PURSUANT TO YOUR AGREEMENT(S) WITH MERCARI. YOU HAVE ACCESS TO DOORDASH SERVICES UNDER THIS AGREEMENT THROUGH MERCARI. DOORDASH AND USER SHALL BE HEREINAFTER REFERRED TO INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.”
SECTION 11 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 11 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, EXCEPT AS SET FORTH IN SECTION 11(G); AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION. PLEASE SEE SECTION 11 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.
1. Definitions.
a. ”Buyer(s)” means the User(s) purchasing products from Sellers on the Mercari Marketplace.
b. “Dasher” means independent third-party delivery contractor.
c. “DoorDash Services” means (i) assignment to DoorDash of an Order by Mercari; (ii) the pick-up of the Order from the applicable Seller by a Dasher, and (iii) the same day or next day delivery of such Order by a Dasher to the applicable Buyer.
d. “Order” means the product(s) sold by Seller and bought by Buyer on the Mercari Marketplace.
e. “Personal Information” shall mean any information exchanged under this Agreement that (i) identifies or can be used to identify an individual (including without limitation, names, telephone numbers, addresses, signatures, email addresses or other unique identifiers); or (ii) that can reasonably be used to authenticate an individual (including without limitation, name, contact information, precise location information, access credentials, persistent identifiers and any information that may be considered ‘personal data’ or ‘personal information’ under applicable law).
f. “Seller(s)” means the User(s) selling their products to Buyers on the Mercari Marketplace.
g. “Terms” means the provisions herein.
h. “User” means Seller or Buyer, as applicable.
2. The Parties' Relationship. DoorDash is a local commerce platform which uses web-based technology and Dashers to facilitate local deliveries of Orders to Buyers. You have access to DoorDash Services under this Agreement through Mercari. DoorDash is not a merchant, seller of goods, or delivery service. User and DoorDash agree they are independent of one another and the Parties’ relationship is governed by this Agreement. Nothing in the Parties' agreements, relationship or transactions shall create or be construed as creating an agency, partnership, fiduciary or joint venture relationship between DoorDash, Dasher and User (or any User employees, representatives or locations). Except as expressly set forth in this Agreement, and any applicable terms between the Parties, each Party shall be responsible for its own expenses, profits and losses. You agree that the title to the product(s) in an Order passes from the Seller to the Buyer at the Seller’s location, and that neither DoorDash nor Dashers holds title to or acquires any ownership interest product(s) in an Order.
3. DoorDash & User Core Responsibilities. DoorDash and User shall have the following responsibilities with respect to this Agreement:
a. DoorDash Core Responsibilities. DoorDash will, in a timely manner, make delivery opportunities received from Mercari available to Dashers, to facilitate Dasher pick-up of the applicable Order from the Seller to deliver to the Buyer.
b. User Core Responsibilities. User will:
i. only use DoorDash Services for lawful purposes;
ii. not use another User’s account on the Mercari Marketplace to access DoorDash Services, or impersonate another person or entity;
iii. not use DoorDash Services to cause nuisance, annoyance or inconvenience;
iv. not use DoorDash to deliver any prohibited items as set forth here:- https://help.doordash.com/merchants/s/platform-restricted-items?language=en_US (and as reflected in Exhibit A);
v. only use DoorDash Services to deliver products that do not exceed 50 pounds in weight, 32 cubic feet in volume, or 60 inches in length;
vi. use DoorDash to deliver only the item(s) listed and described on the Mercari Marketplace listing, and will not include any additional or different items not reflected in the Mercari Marketplace listing;
vii. not use DoorDash Services in any way that could damage, disable, overburden or impair any DoorDash servers or networks;
viii. not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures DoorDash may use to prevent or restrict access to the DoorDash Services;
ix. will communicate with Dashers solely through the masked telephone number made available by DoorDash via the Mercari Marketplace and will not initiate communication with Dashers via another platform or method of contact;
x. acknowledge and agree that the DoorDash Services are only available to persons over the age of eighteen (18) who can form legally binding agreement(s) under applicable law. If User does not qualify, User is not permitted to use the DoorDash Services;
xi. use the DoorDash Services in strict compliance with all applicable laws, rulings and regulations and in a fashion that does not, in the sole judgment of DoorDash, negatively reflect on the goodwill or reputation of DoorDash and shall take no actions which would cause DoorDash to be in violation of any laws, rulings or regulations applicable to DoorDash;
xii. provide a safe pick-up and/or drop-off location and environment for Dashers;
xiii. not threaten or engage in violent, abusive, and/or sexually suggestive language and conduct, and/or other harmful or offensive behavior towards a Dasher or otherwise engage in any verbal or discriminatory abuse or any other violent or illegal actions that would harm or have the potential to harm a Dasher; and
xiv. acknowledge and agree that your use of the DoorDash Services is at your own risk and that DoorDash will not be liable for any of your acts or omissions and will not be liable to you or to any party claiming through you for any direct, indirect, incidental, special, consequential or other damages in tort, contract, product liability or under any other theory of law.
4. Collection and Use of Data. DoorDash will use your Personal Information obtained via the provision of DoorDash Services solely for the provision of such services, and not for marketing or solicitation purposes. For the sake of clarity, nothing in this provision precludes DoorDash from providing services directly to Users outside of this Agreement, provided that DoorDash does not use Personal Information provided by Mercari to solicit or market to Users. Should you use DoorDash services independently of this Agreement, including by creating a DoorDash account, DoorDash’s Privacy Policy will govern the collection, use and access of your information.
5. Complaints. User agrees that DoorDash shall be responsible only for DoorDash Services. Mercari or Seller shall be solely responsible for any Buyer complaints regarding the Order, including without limitation, complaints regarding the nature, quality, content, number, or packaging of the Order. User may refer complaints regarding DoorDash Services directly to DoorDash.
6. Communications with DoorDash. By using DoorDash Services, you electronically agree to accept and receive communications in connection with DoorDash Services from DoorDash, Dashers, or third parties providing services to DoorDash including via email, text message, calls and push notifications to the cellular telephone number you provided to Mercari in order to use the Mercari Marketplace. Message and data rates may apply.
7. Modifications. DoorDash reserves the right, at its sole discretion, to change, suspend, or discontinue DoorDash Services for a particular User at any time. DoorDash Services may also be discontinued should the controlling agreement between DoorDash and Mercari for the provision of DoorDash Services be terminated. DoorDash may, at its sole discretion, refuse to accept requests from Mercari for a particular User if DoorDash determines that such Order or User could subject DoorDash to undue regulatory risk, health and safety risk, or other liability. DoorDash also may revise this Agreement from time to time. The changes will not be retroactive, and the most current version of the terms will be at https://help.doordash.com/s/mercari-user-terms-us?language=en_US. By continuing to access or use DoorDash Services after those revisions become effective, you agree to be bound by the revised Agreement.
8. Representations and Warranties; Additional Responsibilities; Warranty Disclaimer.
a. Each Party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement without breaching any obligation to any third party.
b. Each Party represents and warrants that it will comply with all applicable laws and regulations in its performance of this Agreement, including without limitation (i) all applicable data protection and privacy laws, and (ii) all applicable laws related to third party intellectual property and other proprietary rights.
c. User further represents, warrants and agrees that (i) it will comply with all applicable laws, rules, standards and regulations relating to the Order, including but not limited to any licenses, permits, health and safety requirements, food safety and sanitation, to the extent such products are permitted on Mercari Marketplace, (ii) it will include on the Order packaging, any required consumer-facing warnings, charges, opt-in requirements, and instructions associated with the Order, (iii) it will disclose common allergens or other warnings in any Order, (iv) it will comply with its obligations under Section 3(b) of this Agreement, and (vi) it will not use DoorDash to deliver any prohibited items as set forth in Exhibit A.
d. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DOORDASH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING DOORDASH SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY OR RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. User acknowledges that the operation of DoorDash’s web-based platform may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and DoorDash shall not be responsible to User or others for any such interruptions, errors, or problems or an outright discontinuance of its platform nor for any guarantee of results with respect to the DoorDash Services or its platform.
9. Indemnification. User will defend, indemnify, and hold DoorDash and its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, and agents (each, an “Indemnified Party”) harmless from any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation, attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (i) User’s misuse of DoorDash Services; (ii) User’s breach of this Agreement or any representation, warranty or covenant in this Agreement; or (iii) User’s violation of any applicable laws, rules or regulations through or related to the use of DoorDash Services. In addition, User will defend, indemnify, and hold any Indemnified Party harmless from any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation, attorneys’ fees and expenses, with respect to any third-party claims arising out of or related to: (i) any bodily injury (including death) or damage to tangible or real property to the extent caused by User or the Order; (ii) any claims that the User breached this Agreement or any representation, warranty or covenant in this Agreement; or (iii) the violation of the intellectual property of the third party by the User’s logos, trademarks, trade names, menus, documentation, or other intellectual property (collectively, “Materials”). In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this Section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. DoorDash reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with DoorDash in asserting any available defense. User shall not enter into any settlement agreement that imposes any obligation on DoorDash without DoorDash’s express prior written consent. This provision does not require you to indemnify and Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connect with DoorDash Services. You agree that the provisions in this section will survive any termination of this Agreement or your access to DoorDash Services.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, DOORDASH’S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU FOR DOORDASH SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS CAP ON LIABILITY SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY. TO THE FULLEST EXTENT OF LAW, DOORDASH SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE AND ECONOMIC ADVANTAGE). THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES, AND THE ENTIRE DISCLAIMER OF DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE, OR FOR ANY INJURY CAUSED BY DOORDASH’S FRAUD OR FRAUDULENT MISREPRESENTATION, SHALL NOT APPLY TO USERS WHO RESIDE IN THE STATE OF NEW JERSEY.
11. Dispute Resolution. PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH DOORDASH AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 11 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.
a. Scope of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of DoorDash Services as a User of DoorDash Services, to any advertising or marketing communications regarding DoorDash or DoorDash Services, or to any aspect of your relationship with DoorDash as a User of DoorDash Services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or DoorDash may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement.
CASES HAVE BEEN FILED AGAINST DOORDASH—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES.
IF YOU AGREE TO ARBITRATION WITH DOORDASH, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST DOORDASH IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
b. Informal Resolution. You and DoorDash agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and DoorDash therefore agree that, before either you 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. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her 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 you intend to initiate an informal dispute resolution conference, email [email protected], providing your name, telephone number, email address, and a description of your claim. 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.
c. Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certifying completion of the informal dispute resolution conference pursuant to paragraph 11(b). If this notice is being sent to DoorDash, it must be sent by email to the counsel who represented DoorDash in the informal dispute resolution process, or if there was no such counsel then by mail to General Counsel, at 303 2nd Street, Suite 800, San Francisco, CA, 94107. The arbitration will be conducted by ADR Services, Inc. under its rules and pursuant to the terms of this Agreement. Arbitration demands filed with ADR Services, Inc. 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, enumerated in United States Dollars (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. Disputes shall be subject to ADR Services, Inc.’s most current version of its Arbitration Rules, available as of December 21, 2020 at https://www.adrservices.com/services/arbitration-rules or by calling ADR Services, Inc. at 310-201-0010. The fees that shall apply to arbitrations administered by ADR Services, Inc. are set forth on ADR Services, Inc.’s website, available as of December 21, 2020 at https://www.adrservices.com/rate-fee-schedule/. Specifically, the fees set forth in ADR Services, Inc.’s Mass Employment Arbitration Fee Schedule shall apply when twenty (20) or more arbitration claims are filed which: (1) involve the same or similar parties; (2) are based on the same or similar claims which arise from the same or substantially identical transactions, incidents, or events requiring the determination of the same or substantially identical questions of law or fact; and (3) involve the same or coordinated counsel for the parties. In all other circumstances, the fees set forth in ADR Services, Inc.’s General Fee Schedule shall apply, except that DoorDash will pay the portion of the initial case opening fees (if any) that exceeds the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. Payment of all filing, administration, and arbitration fees will be governed by ADR Services, Inc.’s rules. If the arbitrator finds that you cannot afford to pay ADR Services, Inc.’s filing, administrative, hearing and/or other fees and cannot obtain a waiver of fees from ADR Services, Inc., DoorDash will pay them for you. If ADR Services, Inc. is not available to arbitrate, the parties will mutually select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the county where you live or at another mutually agreed location.
d. Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement 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 you and DoorDash. Except as expressly agreed to in Section 11(g) of this Agreement, the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. 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 shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and DoorDash.
e. Waiver of Jury Trial. YOU AND DOORDASH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and DoorDash are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 11(a) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
f. Waiver of Class or Consolidated Actions. EXCEPT AS EXPRESSLY AGREED TO IN SECTION 11(g) OF THIS AGREEMENT, YOU AND DOORDASH AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS EXCEPT AS SET FORTH IN SECTION 11(g). CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER EXCEPT AS SET FORTH IN SECTION 11(g). If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor DoorDash is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 13. This provision does not prevent you or DoorDash from participating in a class-wide settlement of claims.
g. Batch Arbitrations. To increase efficiency of resolution, in the event 100 or more similar arbitration demands against DoorDash, presented by or with the assistance of the same law firm or organization, are submitted to an arbitration provider selected in accordance with the rules described above within a 30-day period, the arbitration provider shall (i) group the arbitration demands into batches of no more than 100 demands per batch (plus, to the extent there are less than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (ii) provide for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. You agree to cooperate in good faith with DoorDash and the arbitration provider to implement such a batch approach to resolution and fees.
h. Opt Out. DoorDash’s updates to this Agreement do not provide a new opportunity to opt out of the Arbitration Agreement for Users who had previously agreed to a version of this Agreement and did not validly opt out of arbitration. DoorDash will continue to honor the valid opt outs of Users who validly opted out of the Arbitration Agreement in a prior version of this Agreement. You may opt out of this Arbitration Agreement. If you do so, neither you nor DoorDash can force the other to arbitrate as a result of this Agreement. To opt out, you must notify DoorDash in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your DoorDash username (if any), the email address you currently use to access your DoorDash account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: [email protected]. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.
i. No Effect on Independent Contractor Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL SUPERSEDE, AMEND, OR MODIFY THE TERMS OF ANY SEPARATE AGREEMENT(S) BETWEEN YOU AND DOORDASH RELATING TO YOUR WORK AS AN EMPLOYEE OR INDEPENDENT CONTRACTOR, INCLUDING WITHOUT LIMITATION, ANY INDEPENDENT CONTRACTOR AGREEMENT GOVERNING YOUR SERVICES AS A CONTRACTOR. FOR THE AVOIDANCE OF DOUBT, IF YOU ARE A CONTRACTOR, OPTING-OUT OF THE ARBITRATION AGREEMENT SET FORTH IN THIS SECTION 11 HAS NO EFFECT ON YOUR AGREEMENT TO ARBITRATE DISPUTES COVERED BY YOUR INDEPENDENT CONTRACTOR AGREEMENT WITH DOORDASH.
j. Survival. This Arbitration Agreement will survive any termination of your relationship with DoorDash.
k. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if DoorDash makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to DoorDash.
12. Litigation Class Action Waiver. To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section 11, User agrees that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because User opted out of the Arbitration Provision or any other reason, will be conducted solely on an individual basis, and User agrees not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which User acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). User further agrees that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect.
13. Exclusive Venue. To the extent the Parties are permitted under this Agreement to initiate litigation in a court, both you and DoorDash agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Francisco County if you are a California citizen or resident, and in the United States District Court for the District in which you reside if you are not a California citizen or resident.
14. Termination. If you violate this Agreement, DoorDash may respond based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists. DoorDash may also notify Mercari of User conduct that presents safety or reputational risks or that could subject DoorDash to material monetary losses. In addition, at its sole discretion, DoorDash may modify, suspend or terminate your access to DoorDash Services and/or your DoorDash account, should you have a DoorDash account or seek to obtain one in the future, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to DoorDash Services and/or your DoorDash account, DoorDash reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal or injunctive redress. Even after your right to use DoorDash Services and/or your DoorDash account is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.
15. General Provisions.
a. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof. This Agreement constitutes an integrated agreement between the Parties, which supersedes all prior agreements and communications of the Parties, oral or written, with respect to the subject matter hereof. The rights and obligations set forth 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 shall so survive and extend.
b. Choice of Law. This Agreement is governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws principles thereof.
c. Assignment. User may not assign this Agreement in whole or in part without DoorDash’s prior written consent. DoorDash may freely assign this Agreement. This Agreement is binding upon, and inure to the benefit of, the employees, representatives, agents, affiliates, franchisors, franchisees, and permitted successors and assigns of each party, but shall not confer any rights or remedies upon any third party.
d. Severability. 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 here.
EXHIBIT A
PROHIBITED ITEMS
DoorDash Services shall not be used to facilitate delivery of any of the following items:
https://help.doordash.com/merchants/s/platform-restricted-items?language=en_US
