Independent Contractor Agreement - United States (Section XIII - XX)

XIII. LITIGATION CLASS ACTION WAIVER

1. To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section XII, CONTRACTOR agrees that any proceeding to litigate in court any dispute arising out of or relating to this Agreement against DASHLINK, including all parent, subsidiary and/or affiliated companies, whether because CONTRACTOR opted out of the Mutual Arbitration Provision or any other reason, will be conducted solely on an individual basis, and CONTRACTOR 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 CONTRACTOR acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). CONTRACTOR 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.

XIV. PROPRIETARY RIGHTS AND LICENSES

1. All intellectual property rights of any nature in the DOORDASH platform together with the underlying software code and any and all rights in, or derived from the DOORDASH platform are proprietary and owned either directly by DASHLINK, DOORDASH or by DOORDASH’s licensors and are protected by applicable intellectual property and other laws. CONTRACTOR agrees that they will not use such proprietary information, materials, or intellectual property rights in any way whatsoever except for by use of the DOORDASH platform to perform the Contracted Service in compliance with the terms of this Agreement. No portion of the DOORDASH platform may be reproduced in any form or by any means, except as expressly permitted in the terms of this Agreement. CONTRACTOR agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the DOORDASH platform or any intellectual property rights therein in any manner, and CONTRACTOR shall not exploit the DOORDASH platform or any intellectual property rights therein in any unauthorized way whatsoever.

2. CONTRACTOR acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by CONTRACTOR to DASHLINK are provided freely and shall become the sole property of DASHLINK. DASHLINK shall own exclusive rights of such Submissions, including all intellectual property rights therein, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to CONTRACTOR.

XV. LEGAL PROCESSES AFFECTING CONTRACTOR ACCOUNTS

1. If legal action such as a garnishment, levy or other state or federal legal process (“Legal Process”) is brought against CONTRACTOR’S account on the DOORDASH platform, DASHLINK will not contest on CONTRACTOR’S behalf any such Legal Process and may take action to comply with such Legal Process as DASHLINK determines to be appropriate in the circumstances without liability to CONTRACTOR. CONTRACTOR agrees that DASHLINK may honor legal process that is served personally, by mail, email or facsimile transmission at any DASHLINK facility, the facility of any parent, subsidiary, and/or affiliated companies, or at the office of any agent authorized by appointment or by law to receive service on behalf of DASHLINK, even if such service is insufficient under law.

2. CONTRACTOR acknowledges that Legal Process against CONTRACTOR’S account on the DOORDASH platform may result in delays in payments to CONTRACTOR. DASHLINK shall not be liable to CONTRACTOR on account of any losses resulting from such delay.

XVI. TERMINATION OF AGREEMENT

1. CONTRACTOR may terminate this Agreement upon seven (7) days written notice. DASHLINK may terminate this Agreement for the reasons set forth in the DOORDASH Deactivation Policy, which CONTRACTOR expressly agrees to, if CONTRACTOR’s access to the DOORDASH platform is removed, or for a material breach of this Agreement. Notwithstanding the foregoing, DASHLINK reserves the right to temporarily remove access to the DOORDASH platform for the purposes of timely investigation where fraud or abuse is suspected, including circumvention of compliance with Legal Process, or when deemed necessary to protect the safety and security of Link Merchants and purchasers.

2. CONTRACTOR’s and DASHLINK’S obligations and rights arising under the Mutual Arbitration Provision of this Agreement shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon notice to CONTRACTOR via e-mail.

XVII. MODIFICATION

1. DASHLINK may modify this Agreement at any time. When DASHLINK makes material changes to this Agreement, it will post the revised Agreement and update the “Last Updated” date at the top of the Agreement. DASHLINK will also provide CONTRACTOR with notice of any material changes before the date the revised Agreement becomes effective. If CONTRACTOR disagrees with the revised Agreement, CONTRACTOR may terminate the Agreement immediately as provided herein. If CONTRACTOR does not terminate the Agreement before the date the revised Agreement becomes effective, CONTRACTOR’s continued acceptance of Delivery Opportunities will constitute acceptance of the revised Agreement. DASHLINK and any parent, subsidiary and/or affiliated companies may modify information on any website hyperlinked from this Agreement from time to time, and such modifications shall be effective upon posting. Continued use of the DOORDASH platform after any such changes shall constitute CONTRACTOR’s consent to such changes.

XVIII. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER

1. This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed or amended in any respect, unless in writing and signed by both parties, or unless DASHLINK modifies the Agreement pursuant to Section XVII. Before accepting any modifications, alterations, changes or amendments, CONTRACTOR shall have the right to discuss any proposed changes with DASHLINK and consider whether to continue their contractual relationship with DASHLINK. This Agreement supersedes any prior contract between the parties. To the extent DOORDASH’s consumer facing Terms and Conditions Agreement (or updated consumer facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. However, the decision to opt-out of the Mutual Arbitration Provision in this Agreement does not affect the enforceability of any arbitration agreement in the consumer facing Terms and Conditions Agreement to which CONTRACTOR may be bound (and vice versa). This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that DASHLINK may assign its rights and obligations under this Agreement to a parent, subsidiary or affiliate of DASHLINK or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to DASHLINK shall be deemed to include such successor(s).

2. The failure of DASHLINK or CONTRACTOR in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.

XIX. THIRD PARTY SERVICES

1. From time to time, DASHLINK may enable CONTRACTOR to receive services from other third parties while using the DOORDASH platform. CONTRACTOR understands that these services are subject to the terms and conditions of each third-party provider. CONTRACTOR agrees that DASHLINK is not responsible and may not be held liable for these services or the actions or omissions of any third-party provider.

2. ADT Services: This Agreement incorporates by reference the ADT Services Agreement. By using the services in the SafeDash Toolkit on the DOORDASH platform, CONTRACTOR agrees that ADT’s terms of service will apply to this usage. CONTRACTOR further agrees that in the event of a conflict in the terms of the ADT Services Agreement and this Agreement, the terms of this Agreement shall control with respect to DASHLINK and CONTRACTOR’s agreements with DASHLINK herein. The dispute resolution and arbitration agreement provisions in Section XII above shall apply instead of any terms in the ADT Services Agreement for all purposes except with respect to claims that are solely against ADT.

3. Google Maps: As a CONTRACTOR, while using the DOORDASH platform CONTRACTOR may be able to use Google Maps in-app navigation services while performing Contracted Services. If CONTRACTOR does so, CONTRACTOR agrees that Google may collect CONTRACTOR’s location data when the DOORDASH platform is running in order to provide and improve Google’s services, that such data may also be shared with DASHLINK or DOORDASH in order to improve its operations, and that Google’s terms and privacy policy will apply to this usage. CONTRACTOR can also use any other navigation app outside the DOORDASH platform or none at all.

XX. MISCELLANEOUS

1. CAPTIONS SECTION HEADINGS: Captions and section headings appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.

2. SEVERABILITY Clause: Except as specifically provided in Section XII, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.

3. GOVERNING LAW: Except for the Mutual Arbitration Provision in Section XII above, which is governed by the Federal Arbitration Act, the choice of law for interpretation of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims asserted pursuant to Section XII, shall be the rules of law of the state in which CONTRACTOR performs the majority of the services covered by this Agreement.

4. NOTICE AND OPPORTUNITY TO CURE: CONTRACTOR agrees to notify DASHLINK in writing at https://www.doordash.com/help/ of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that CONTRACTOR’s services or scope of work differ in any way from what is contemplated in this Agreement, including but not limited to the terms in Sections II (Contractor’s Operations) and III (Contracted Services), or if the relationship of the parties differs from the terms contemplated in Section V (Relationship of Parties).