Independent Contractor Agreement - United States (Section I - XII)
Last Updated: March 14, 2022
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 DashLink, Inc. (“DASHLINK,” “COMPANY,” “we,” “us,” or “our”), a subsidiary of DoorDash, Inc. (“DOORDASH”). 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 RUNNER, YOU AGREE TO BE BOUND BY (1) THIS AGREEMENT, AND (2) DOORDASH DASHER PRIVACY POLICY.
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
DASHLINK is a company that connects contractors with certain retail stores, e-commerce businesses, logistics companies and/or other businesses (“Link Merchants”), and purchasers via DOORDASH’s web-based technology (“DOORDASH platform” or “platform”) to complete local deliveries. The DOORDASH platform permits Link Merchants to submit requests for the local delivery of goods to purchasers, or for purchasers to submit requests for the local delivery of goods to Link Merchants, where such goods are purchased separately and apart from the DOORDASH platform. DASHLINK subsequently notifies contractors via the platform that a DASHLINK Delivery Opportunity is available and the platform facilitates completion of the delivery. DASHLINK and DOORDASH are not retail stores, e-commerce businesses, logistics companies, or delivery services.
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 by DASHLINK through the DOORDASH platform. CONTRACTOR understands and expressly agrees that they are not an employee of DASHLINK, DOORDASH or any Link Merchant or purchaser and that they are providing delivery and other services on behalf of themself and their business, not on behalf of DASHLINK. 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 requested by Link Merchants or purchasers and transmitted by DASHLINK through the DOORDASH platform, 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, DASHLINK and CONTRACTOR (collectively “the parties”) agree as follows:
I. PURPOSE OF THE AGREEMENT
This Agreement governs the relationship between DASHLINK 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 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 “DASHLINK Delivery Opportunity” (as that term is defined herein) offered by DASHLINK through the DOORDASH platform. However, once a DASHLINK Delivery Opportunity is accepted, CONTRACTOR shall be contractually bound to complete the Contracted Services in accordance with all purchaser and Link 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 DASHLINK 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. DASHLINK 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, including DOORDASH, 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 DASHLINK from doing business with others. DASHLINK does not have the right to restrict CONTRACTOR from performing services for CONTRACTOR’s own business, other businesses, customers, or purchasers at any time, even if such business directly competes with DASHLINK, 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 DASHLINK, or perform services for businesses that compete with DASHLINK, will survive even after termination of this Agreement.
CONTRACTOR is not required to purchase, lease, or rent any products, equipment or services from DASHLINK as a condition of doing business with DASHLINK or entering into this Agreement.
CONTRACTOR agrees to immediately notify DASHLINK 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.
CONTRACTOR acknowledges that when engaging with the DOORDASH platform on a mobile device, data usage and rates may apply.
III. CONTRACTED SERVICES
From time to time, DASHLINK will notify CONTRACTOR via the DOORDASH platform of the opportunity to complete deliveries to purchasers in accordance with delivery requests placed by Link Merchants through the DOORDASH platform, or to complete deliveries on behalf of purchasers as requested through the DOORDASH platform (each of these is referred to as a "DASHLINK Delivery Opportunity"). CONTRACTOR agrees by logging into the DOORDASH platform after accepting this Agreement, CONTRACTOR is making themself available to receive DASHLINK Delivery Opportunities, which CONTRACTOR may accept or reject. For each DASHLINK Delivery Opportunity accepted by CONTRACTOR ("Contracted Service"), CONTRACTOR agrees to proceed to the location identified by DASHLINK via the DOORDASH platform to retrieve the goods in a safe and timely fashion, and complete delivery of the goods to purchasers in a safe and timely fashion without taking any action that would change the quality or presentation of the goods being delivered and while adhering to reasonable expectations on safety, quality and health standards as required by the Link Merchants, purchasers and/or applicable law. A DASHLINK Delivery Opportunity is considered complete when the goods have been delivered to the location identified via the DOORDASH platform, in addition to any other task required for completion of the delivery. CONTRACTOR agrees to timely mark a DASHLINK delivery as completed through the DOORDASH platform upon delivery of the goods to the location identified via the DOORDASH platform.
CONTRACTOR understands and agrees that the parameters of each Contracted Service as represented on the DOORDASH platform are established by the Link Merchant and/or purchaser, not DASHLINK, 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 for DASHLINK Delivery Opportunities found here, as applicable, as of the date this Agreement becomes effective. Failure to satisfy this obligation constitutes a material breach of this Agreement, and DASHLINK shall have the right to terminate this Agreement.
CONTRACTOR acknowledges that DASHLINK has discretion as to which, if any, DASHLINK Delivery Opportunity to present to CONTRACTOR, just as CONTRACTOR has the discretion whether and to what extent to accept any DASHLINK Delivery Opportunity.
CONTRACTOR warrants that CONTRACTOR is engaged in CONTRACTOR’s own business, separate and apart from DASHLINK’S business, which is to connect contractors with Link Merchants via the DOORDASH platform to complete deliveries to purchasers, or connect contractors with purchasers via the DOORDASH platform to complete deliveries to Link Merchants.
CONTRACTOR authorizes DASHLINK, during the course of a Contracted Service, to communicate with CONTRACTOR, purchaser, and/or Link Merchant to assist CONTRACTOR, or facilitate direct communication between CONTRACTOR and the purchaser and/or Link Merchant, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall DASHLINK be authorized to control the manner or means by which CONTRACTOR performs Contracted Services contemplated under this Agreement. This includes, but is not limited to, the following:
DASHLINK does not require any specific type, or quality, of CONTRACTOR’s choice of transportation.
CONTRACTOR does not have a supervisor or any individual at DASHLINK to whom they report.
CONTRACTOR is not required to use any signage or other designation of DASHLINK on their vehicle or person at any point in their use of the platform to perform the Contracted Services.
DASHLINK has no control over CONTRACTOR’s personal appearance.
CONTRACTOR does not receive performance evaluations by DASHLINK.
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 DASHLINK 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.
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.
DASHLINK 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 DASHLINK have been inserted solely for the safety of purchasers and other CONTRACTORS using the DOORDASH platform or to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof.
DASHLINK shall report all payments made to CONTRACTOR on a calendar year basis using an appropriate IRS Form 1099, if the volume of payments to CONTRACTOR qualifies. CONTRACTOR agrees to report all such payments and any cash gratuities to the appropriate federal, state and local taxing authorities.
VI. PAYMENT FOR SERVICES
Unless a different rate of pay is negotiated or CONTRACTOR is notified otherwise by DASHLINK 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. DASHLINK reserves the right to adjust or withhold all or a portion of payment owed to CONTRACTOR if DASHLINK reasonably believes that CONTRACTOR has defrauded or abused, or attempted to defraud or abuse, the platform. From time to time, DASHLINK 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.
CONTRACTOR shall retain 100% of any gratuity paid by the purchaser for the benefit of CONTRACTOR, whether by cash or credit card. DASHLINK acknowledges it has no right to interfere with the amount of gratuity given by the purchaser to the CONTRACTOR.
DASHLINK will utilize the DOORDASH platform to facilitate and transmit applicable payment for the Contracted Services to CONTRACTOR. Payments for all Contracted Services completed in a given week will be transferred via direct deposit on no less than a weekly basis unless DASHLINK notifies CONTRACTOR otherwise in writing or CONTRACTOR opts to receive payments sooner via DOORDASH’s Fast Pay or the DasherDirect programs.
From time to time, CONTRACTOR may receive various promotions or referral offers. CONTRACTOR agrees that they will not manipulate or abuse the programs or 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 independent contractor/enterprise 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 termination of this Agreement.
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 DASHLINK’S reasonable discretion). Any withholding of payment shall be based upon proof provided by the purchaser, Link Merchant, CONTRACTOR, and any other party with information relevant to the dispute. DASHLINK 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 DASHLINK’s determination through any legal means contemplated by this Agreement; however, CONTRACTOR shall notify DASHLINK in writing at www.doordash.com/help/ of the challenge and provide DASHLINK the opportunity to resolve the dispute. CONTRACTOR should include any documents or other information in support of their challenge.
DASHLINK’S Failure: In the event DASHLINK fails to remit payment in a timely or accurate manner, 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 DASHLINK 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 but not limited to vehicles, ("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 Link Merchants and purchasers, have a passed 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, having an active account to complete deliveries on the DOORDASH platform, accepting the terms of this Agreement, 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 state and federal income tax withholdings, 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. DASHLINK 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 to 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 DASHLINK, nor shall they participate in or receive any other benefits, if any, available to DASHLINK’S employees.
Unless mandated by law, DASHLINK shall have no authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state or federal tax on behalf of CONTRACTOR or their Personnel.
CONTRACTOR and their Personnel shall not be required to wear a uniform or other clothing of any type bearing DASHLINK’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 DASHLINK at least 7 days in advance of such Personnel performing the Contracted Services, and CONTRACTOR must notify DASHLINK 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 DASHLINK, 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 DASHLINK, 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 DASHLINK 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 DASHLINK, including workers’ compensation insurance where required by law. CONTRACTOR acknowledges and understands that CONTRACTOR will not be eligible for workers’ compensation benefits through DASHLINK 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 any Occupational Accident Insurance Policy for Independent Contractors that DASHLINK and/or DOORDASH may make available to CONTRACTOR.
XI. INDEMNITY
DASHLINK 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 DASHLINK’S actions offering and facilitating the Contracted Services to CONTRACTOR.
CONTRACTOR agrees to indemnify, protect and hold harmless DASHLINK, 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 Contracted 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 DASHLINK or its parent, subsidiary and/or affiliated companies.
CONTRACTOR agrees to indemnify, protect and hold harmless DASHLINK, 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, state and local taxes, 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 DASHLINK, 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 DASHLINK mutually agree to this Mutual Arbitration Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and shall apply to any and all disputes arising out of or relating to this Agreement, including but not limited to CONTRACTOR’s classification as an independent contractor, CONTRACTOR’s provision of Contracted Services to purchasers or Link Merchants, the payments received by CONTRACTOR for providing services to purchasers or Link Merchants, the termination of this Agreement, and all other aspects of CONTRACTOR's relationship with DASHLINK, including all parent, subsidiary, and/or affiliated companies, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Federal Credit Reporting Act (or its state or local equivalents), Telephone Consumer Protection Act (or its state or local equivalents), or Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to CONTRACTOR’s relationship or the termination of that relationship with DASHLINK. This Mutual Arbitration Provision extends to disputes between CONTRACTOR and any DASHLINK parents, affiliates, subsidiaries, successors, agents, and employees that arise out of or relate to this Agreement. This Mutual Arbitration Provision does not apply to any claims that cannot be arbitrated under applicable law. To the extent the parties have both arbitrable and non-arbitrable disputes that are related, the arbitrable disputes shall proceed first in arbitration and the non-arbitrable disputes shall be stayed, and any applicable statutes of limitations tolled, pending completion of the arbitration. The parties expressly agree that this Agreement shall be governed by the FAA even in the event CONTRACTOR and/or DASHLINK are otherwise exempted from the FAA. Any disputes regarding the FAA’s application shall be resolved exclusively by an arbitrator. If for any reason the FAA does not apply, the state law governing arbitration agreements in the state in which the CONTRACTOR operates shall apply.
CONTRACTOR and DASHLINK agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. CONTRACTOR and DASHLINK therefore agree that, before either CONTRACTOR or DASHLINK demands arbitration against the other, the parties 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 DASHLINK that CONTRACTOR intends to initiate an informal dispute resolution conference, email [email protected], providing CONTRACTOR’s name, the telephone number associated with CONTRACTOR’s account (if any), the email address associated with CONTRACTOR’s account, and a description of CONTRACTOR’s claims. If DASHLINK intends to initiate an informal dispute resolution conference, DASHLINK shall do so by emailing the email address associated with CONTRACTOR’s account, and providing a description of DASHLINK’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.
If, following the informal resolution process, either CONTRACTOR or DASHLINK wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, (3) a description of the remedy sought, (4) the amount in controversy, and (5) the personal signature of the party seeking arbitration. Any demand for arbitration by CONTRACTOR must be delivered to the counsel who represented DASHLINK in the informal resolution process, or if there was no such counsel, then to General Counsel, Attn: DASHLINK, 303 2nd Street, Suite 800, San Francisco, CA 94107.
Arbitration Class Action Waiver. CONTRACTOR and DASHLINK 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—including but not limited to actions brought pursuant to the Private Attorney General Act (“PAGA”), California Labor Code section 2699 et seq., and any request seeking a public injunction—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 CPR 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. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable, and 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. For sake of clarification only, nothing in this paragraph shall be construed to prohibit settlements on a class-wide, collective, and/or representative basis.
CONTRACTOR agrees and acknowledges that entering into this Mutual Arbitration Provision does not change CONTRACTOR’s status as an independent contractor in fact and in law, that CONTRACTOR is not an employee of DASHLINK, including any parent, subsidiary and/or affiliated company, or its customers and that any disputes in this regard shall be subject to arbitration as provided in this Agreement.
Any arbitration shall be governed by the CPR Administered Arbitration Rules and, when applicable, the CPR Employment-Related Mass-Claims Protocol (together, the “CPR Rules”) of the International Institute for Conflict Prevention & Resolution, except as follows:
The arbitration shall be heard by one arbitrator (the “Arbitrator”) selected in accordance with the CPR Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute.
If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within 45 miles of CONTRACTOR’s residence as of the effective date of this Agreement.
The CPR fee schedule will apply with the following exceptions. Unless applicable law provides otherwise, in the event that DASHLINK and CONTRACTOR have agreed to this Mutual Arbitration Provision, DASHLINK and CONTRACTOR shall equally share filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings, but CONTRACTOR’s share of such fees and costs will not exceed the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. DASHLINK shall pay any costs uniquely associated with arbitration, such as payment of the fees of the Arbitrator, as well as room rental.
The Arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct 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. For example, the Arbitrator shall apply the Apex Doctrine and preclude depositions of either party’s current or former high-level officers absent a showing that the officer has unique, personal knowledge of discoverable information and less burdensome discovery methods have been exhausted.
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 applicable state or federal substantive law, or both, as is applicable.
The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
The Arbitrator's decision or award shall be in writing and shall include 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 DASHLINK 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.
Nothing in this Mutual Arbitration Provision prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Mutual Arbitration Provision. This Mutual Arbitration Provision also does not prevent federal 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. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. DASHLINK will not retaliate against CONTRACTOR for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act. Disputes between the parties that may not be subject to predispute arbitration agreement, including as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Mutual Arbitration Provision.
The CPR Rules may be found at www.cpradr.org or by searching for “CPR Administered Arbitration Rules” and “CPR Employment-Related Mass-Claims Protocol” using a service such as www.google.com or www.bing.com or by asking DOORDASH’s General Counsel to provide a copy (by submitting a written request to General Counsel, 303 2nd Street, Suite 800, San Francisco, CA, 94107).
New DASHLINK CONTRACTOR’s Right to Opt Out of Mutual Arbitration Provision. Arbitration is not a mandatory condition of CONTRACTOR’s contractual relationship with DASHLINK, and therefore each new DASHLINK CONTRACTOR may submit a statement notifying DASHLINK that CONTRACTOR wishes to opt out and not be subject to this MUTUAL ARBITRATION PROVISION. Existing DASHLINK CONTRACTORS who have agreed to a prior version of this Agreement with DASHLINK without opting out of the Mutual Arbitration Provision contained therein do not have an opportunity to opt out of this Mutual Arbitration Provision. DASHLINK will continue to honor the valid opt outs of existing DASHLINK CONTRACTORS who validly opted out of the Mutual Arbitration Provision in a prior version of the Agreement. In order to opt out, a new CONTRACTOR must notify DASHLINK in writing of CONTRACTOR's intention to opt out by sending a letter which is clearly labeled “DASHLINK”, by First Class Mail, to General Counsel, Attn: DASHLINK, 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 of the DASHLINK Mutual Arbitration Provision. 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 themself, 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 their 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 DASHLINK as a consequence of that decision and they may pursue available legal remedies without regard to this Mutual Arbitration Provision. Opting out of the DASHLINK Mutual Arbitration Provision does not mean CONTRACTOR has opted out of any other arbitration agreement(s) the CONTRACTOR may have with any other DOORDASH entity, such as the Mutual Arbitration Provision in the Dasher Independent Contractor Agreement. To opt out of a different arbitration agreement that CONTRACTOR has with another DOORDASH entity, CONTRACTOR should refer to that agreement to see if CONTRACTOR is eligible to opt out, and if so, the procedure for doing so. If CONTRACTOR does not opt out within 30 days of the effective date of this Agreement, CONTRACTOR and DASHLINK 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 DASHLINK 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.
