DoorDash for Work Customers Terms and Conditions - US

Terms and Conditions Agreement

Effective: May 16, 2022

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE TERMS AND CONDITIONS ( “ONLINE AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOUR COMPANY AND AFFILIATES (COLLECTIVELY”YOU” OR “CLIENT”) AND DOORDASH, INC., A DELAWARE CORPORATION, AND ITS SUBSIDIARIES AND AFFILIATED COMPANIES, INCLUDING CAVIAR, LLC (COLLECTIVELY, “DOORDASH,” “WE,” “US,” OR “OUR”).

SECTION 12 OF THIS ONLINE 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 12; 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 12. FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

1. Acceptance of this Online Agreement. If you have signed a Work Agreement ( “Work Agreement”) and agree to this Online Agreement (Collectively “Agreement”)with DoorDash, you hereby represent and warrant that:

(a) you have read, understand, and agree to be bound by the Agreement;

(b) you have the authority to enter into a binding contract with DoorDash; and

(c) you have the authority to enter into the Agreement on behalf of any organization on whose behalf you have created an account and to bind such organization to the Agreement.

The terms “User” and “Users” refer to all individuals and other persons who access or use the Services, including, without limitation, any organizations that register accounts or otherwise access or use the Services through their respective representatives. Except as otherwise provided in the DD Agreements, if you do not agree to be bound by the Agreement

2. Responsibilities. Subject to the terms and conditions of this Online Agreement, the parties shall perform their respective obligations described in the Agreement.. Each party shall be responsible for obtaining all necessary clearances, releases, waivers and consents for the performance of its obligations in connection with the Agreement. Any conflict between this Online Agreement and your Work Agreement, the Work Agreement shall supersede.

3. Confidentiality. For purposes of the Agreement, “Confidential Information” means any confidential or proprietary business, technical or financial information or materials that the Discloser provides to the Recipient in connection with this Agreement, whether orally or in physical form. The “Discloser” means a party disclosing Confidentiality Information. The “Recipient” means the party receiving Confidential Information. “Representatives” means the Recipient’s employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors. Confidential Information does not include information that: (i) was rightfully known to the Recipient without restriction on use or disclosure prior to such information's being disclosed to the Recipient in connection with this Agreement; (ii) was or becomes public domain other than by the fault of the Recipient; (iii) was or is received by the Recipient on a non-confidential basis from a third party that, to the Recipient’s knowledge, was not at the time under any obligation to maintain its confidentiality; or (iv) the Recipient can demonstrate by documentary records was independently developed by the Recipient without access to, use of or reference to any Confidential Information. The Recipient shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with this Agreement; (ii) except as otherwise set forth in this section, not disclose or permit access to Confidential Information other than to its Representatives who need to know such Confidential Information for purposes of the Recipient's exercise of its rights or performance of its obligations under and in accordance with this Agreement, and prior to any such disclosure are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most/similarly sensitive information and in no event less than a reasonable degree of care. If the Recipient is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall promptly notify the Discloser in writing of such requirement so that the Discloser can seek a protective order or other remedy or waive its rights under this Section and provide reasonable assistance to the Discloser, at the Discloser's sole expense, in opposing or seeking protective limitations on disclosure.

4. Data Privacy. Unless otherwise agreed to by the Parties, DoorDash shall not use any Client Data (as defined below) for any purpose other than to provide the Program to Client and its End Users, which may include sending program emails to End Users in connection with the Program. If DoorDash processes business data on behalf of Client in connection with this Agreement, such as (without limitation) End User email address information in connection with the Program (“Client Data”), DoorDash shall: (i) comply with applicable data protection laws with respect to such Client Data; (ii) process such Client Data only as necessary to fulfill its obligations under the Agreement (which the parties acknowledge and agree are for Client’s business purpose, as such term is defined under applicable law; (iii) not sell (as such term is defined under applicable law) any such Client Data, and the parties acknowledge and agree that Client does not sell such Client Data to DoorDash in connection with the Agreement; and (iv) implement and maintain appropriate, industry standard physical, technical, and organizational measures appropriate to the risk to protect such Client Data against accidental or unauthorized loss, theft, alteration, damage, and disclosure. For clarity, Client Data shall not include information that DoorDash receives or collects from individual users or customers of the DoorDash Platform, which may include End Users, including in connection with the Program. If at any time requested by Client in writing, DoorDash will securely return or promptly destroy (at Client’s election) all Client Data in its possession.

5. Marks License; Press Release. Except as otherwise set forth in the Agreement, neither party shall have the right to use the other party’s name, trademarks, tradenames without the prior written approval (email shall suffice) of that party in each instance (such consent to be granted or withheld in such party’s sole discretion). Additionally, neither party will issue any press releases related to this Agreement without the other party’s prior written consent.

6. Use of Client Name. In consideration of the parties’ relationship set forth in this Agreement, DoorDash may include Client’s name and/or logo in its DoorDash for Work customer lists, including on its website and in its marketing and promotional materials, for the purpose of identifying customers of DoorDash for Work products and services

7. Exclusivity. During the Term as defined in your Work Agreement, DoorDash will be Client’s sole third party on demand provider for all food and beverage corporate ordering. Client represents and warrants that the terms of this section do not conflict with, or result in a breach or default of, any previously existing agreements, terms, or conditions to which Client may be bound.

8. Representations and Warranties. Each party represents and warrants to the other that (i) it has the full right, power and authority to enter into and perform its obligations under this Agreement; (ii) any trademarks or other materials provided by each party will not infringe or violate the intellectual property rights of any third party; and (iii) it will comply with all applicable laws, rules and regulations in its performance of this Agreement.

9. Indemnification. Each party (the “Indemnifying Party”) will defend, indemnify and hold harmless the other party and its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, and agents (collectively, the “Indemnified Party”) from and against any and all third party claims alleging, arising out of or related to: (i) the Indemnifying Party’s breach of this Agreement; (ii) the Indemnifying Party’s violation of the intellectual property rights of any third party; (iii) the Indemnifying Party’s violation of any applicable law, rule or regulation in connection with its performance under this Agreement; and (iv) the Indemnifying Party’s negligence or willful misconduct. In each case the Indemnified Party shall provide the Indemnifying Party with (a) prompt notice of any claims such that the Indemnifying Party is not prejudiced by any delay of such notification; (b) the option to assume sole control over defense and settlement of any claim; and (c) reasonable assistance in connection with such defense and settlement (at the Indemnifying Party’s expense). The Indemnified Party may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, the Indemnifying Party shall not enter into any settlement agreement that imposes any obligation on the Indemnified Party without the Indemnified Party’s express prior written consent.

10. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR (I) CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES OR FOR LOST PROFITS, LOST REVENUES, HARM TO GOODWILL, OR THE COSTS OF PROCURING REPLACEMENT SERVICES, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE. THIS LIMITATION WILL APPLY TO ALL CLAIMS UNDER ALL THEORIES OF LAW AND EQUITY, EXCEPT WHERE PROHIBITED BY LAW, AND (II) THE CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER WILL BE LIMITED TO $100,000.

11. Insurance. DoorDash agrees to maintain throughout the Term the following insurance policies with minimum limits as set forth below. The insurance amounts indicated are minimum requirements and not limits of liability, and they are not to be construed as DoorDash’s consent to substitute its financial liability in excess of the amounts provided.

(a) worker's compensation and employers’ liability insurance with limits no less than the minimum amount required by law for each accident, including occupational disease coverage;

(b) commercial general liability insurance, including product liability, and excess liability endorsements of $1,000,000.00 per occurrence;

(c) cybersecurity insurance up to $1,000,000.00 per claim and in the aggregate;

(d) umbrella/excess liability insurance up to $2,000,000.00 and in the aggregate; and

(e) automobile liability insurance covering DoorDash and independent contractor delivery personnel (“Dashers”) (regardless of whether the vehicles driven by such Dashers are owned by DoorDash, Dashers or a third party) of $1,000,000.00 per occurrence.

Additionally, DoorDash will require all Dashers to maintain a current and valid automobile insurance policy with limits of liability at least equal to any minimum limits of liability required under law. The policy limits stated above may be met in the form of primary and umbrella/excess coverage.

12. 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 the Services as a User of the Services, to any advertising or marketing communications regarding DoorDash or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with DoorDash as a User of our 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 associated with your DoorDash account (if any), the email address associated with your DoorDash account, 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 12(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 12(G). CLAIMS OF MORE THAN ONE CUSTOMER OR 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 12. 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.

13. Miscellaneous. Nothing in the Agreement is to be construed as creating an agency, partnership, fiduciary, or joint venture relationship between DoorDash and Client. Unless otherwise expressly set forth in this Agreement, each party shall be responsible for its own costs (including such costs as may be associated with its own personnel, locations, technology infrastructure, and other resources necessary for such party’s performance hereunder). The Agreement represent the entire agreement between DoorDash and Client with respect to the subject matter hereof and supersedes all prior agreements and communications of the parties, oral or written, with respect to the subject matter of the Agreement, including any previously negotiated versions of any term sheet between the parties with respect to the subject matter thereof. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. Neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, which consent may not be unreasonably withheld, and any attempted assignment without such consent will be voidable at the election of the non-consenting party; provided that DoorDash may assign this Agreement to an affiliate without prior written consent of Client. Except as otherwise expressly provided in this Agreement, this Agreement will be binding upon, and inure to the benefit of, the permitted successors and assigns of each party. This Agreement does not and will not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns. 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. All provisions of 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. 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 herein

14. Offboarding. In the event that either party decides to terminate this Agreement or not renew this Agreement, the End Users of the DoorDash for Work platform will be immediately removed from the Services agreed upon and will continue to be housed within the DoorDash for Work Platform. This action does not bind or oblige the Client to an agreement or payment term. This action allows Client to continue evaluating employee behavior on DoorDash in the event that they would one day choose to return to the DoorDash for Work Platform with an employee benefit.

15. Contact Information.DoorDash welcomes your questions or comments regarding the Terms:

DoorDash, Inc.

303 2nd St, Suite 800

San Francisco, CA 94107

Help Form: https://help.doordash.com/consumers/s/contactsupport

Telephone Number: +1 (855) 973-1040