Technology License and Terms of Use

for Middleware Providers

This version of the Technology License and Terms of Use shall apply to Middleware Providers who execute a Sign-Up Sheet after the below mentioned Effective Date. You can find the old version of the Technology License and Terms of Use Here.

Effective Date: May 3, 2024

This Technology License and Terms of Use for Middleware Providers (the “Agreement”) is made and entered into on the date that Middleware Provider (as defined below) accepts the terms herein by signing the accompanying Middleware Provider Sign-Up Sheet (“Sign-Up Sheet”), by and between the entity listed in the Middleware Provider Sign-Up Sheet (“Middleware Provider”), and DoorDash (as defined below).

PREAMBLE

WHEREAS, DoorDash offers a proprietary technology platform (“DoorDash Platform”) to enable the fulfillment of local delivery.

WHEREAS, Middleware Provider offers local software solutions to merchants, retail, and other clients (each, a “Merchant”) and desires to integrate its product with DoorDash to send mutually agreed End User orders to DoorDash for delivery fulfillment by independent delivery providers (“Dashers”).

WHEREAS, DoorDash’s use of the Middleware Provider services and Middleware Provider’s use of DoorDash’s services shall be governed by the terms and conditions herein. DoorDash’s services to Merchant may also be governed by separate agreements as may be entered into by DoorDash and Merchant.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1: Definitions and Interpretation

The following words and expressions shall have the meanings assigned to them:

1.1. “Delivery API” shall mean the DoorDash application programming interface (API) that will allow the Licensed Applications to exchange information with DoorDash.

1.2. “DoorDash” shall mean one of the following based on the Merchant’s physical store location to which DoorDash or Middleware Provider provide services (“Merchant Store Location”). If Merchant Store Location is in the United States (excluding Puerto Rico), then “DoorDash” shall mean DoorDash, Inc., a Delaware corporation. If Merchant Store Location is in Canada, then “DoorDash” shall mean DoorDash Technologies Canada, Inc., a British Columbia corporation. If Merchant Store Location is in Australia, then “DoorDash” shall mean DoorDash Technologies Australia Pty Ltd. If Merchant Store Location is in New Zealand, then “DoorDash” shall mean DoorDash Technologies New Zealand. If Merchant Store Location is in Puerto Rico, then “DoorDash” shall mean DoorDash Technologies Puerto Rico, LLC. If Merchant Store Location is in any other country, then “DoorDash” shall mean DoorDash, Inc., a Delaware corporation.

1.3. “End User” shall mean the customer that places an order through the Merchant or Middleware Provider’s software for delivery fulfillment during the term of this Agreement.

1.4. “Licensed Applications” shall mean the software and systems that are used by Middleware Provider to provide digital order solutions and services to Merchants and/or End Users generally, including any associated application program interfaces and technology and any enhancements or modifications, and documentation related, thereto.

1.5. “Transaction Taxes” shall mean any sales, use, goods and services, value-added, withholding taxes, and any other similar tax or other governmental charges imposed by any taxing authority.

ARTICLE 2: Commercial Terms, Fees, Refunds

2.1. Commercial Terms and Contracting Mechanism.

2.1.1. If DoorDash invoices Merchant directly: DoorDash is responsible for establishing commercial terms with Merchant for services that DoorDash agrees to provide to Merchant using the Licensed Applications. DoorDash shall collect or pay applicable fees from Merchant as provided in a separately attached schedule or the Sign-Up Sheet. DoorDash may, at its option, elect to pass through Middleware Provider fees (if any) to Merchant.

2.1.2. If DoorDash invoices Middleware Provider: Middleware Provider is responsible for establishing commercial terms with Merchant for services Middleware Provider agrees to provide to Merchant using the Licensed Applications and through the Delivery API. Middleware Provider shall collect or pay applicable fees from Merchant as provided in the contract between Merchant and Middleware Provider. Middleware Partner represents and warrants that it will require Merchants to comply with (a) all applicable law, rules and regulations, including all laws regarding data privacy, health, food safety, sanitation, food packaging and labeling; and (b) the DoorDash Partner Code of Conduct, available at https://www.doordash.com/partner/code-of-conduct; (c) the DoorDash Restricted Items List, available at https://help.doordash.com/merchants/s/platform-restricted-items?language=en_US; and (d) any other rules or policies applicable to Merchant use of and access to the DoorDash Platform and/or the Delivery API, as the same may be made available by DoorDash from time to time.

2.1.3. Middleware Provider Obligations. Middleware Provider agrees that, notwithstanding the applicable commercial terms and contracting mechanism:

2.1.3.1. Middleware Provider shall not make any representation or extend any warranty concerning the DoorDash Platform or services and shall not and is not authorized to make any promise or give any assurances of any nature, or make or give any financial commitment, on behalf of DoorDash to any third party.

2.1.3.2. Middleware Provider shall enable End Users to provide an optional tip through its platform and unless otherwise agreed in the Sign-Up Sheet, shall pre-populate a suggested tip of 20% (which may be modified by End Users) of the order subtotal (excluding taxes and Fees). If accessible through the Delivery API, Middleware Provider shall communicate the End User’s actual tip amount and order subtotal value to DoorDash.

2.2. Fees and Taxes.

2.2.1. Fees. Fees to be paid by one Party to the other Party in connection with this Agreement shall be as set forth in as provided in a separate schedule or the Sign-Up Sheet (“Fees”). All Fees are nonrefundable except as may be provided expressly herein.

2.2.2. Regulatory Fees. If there is a material change in law (or the enforcement thereof) pertaining to independent contractors or the delivery of certain goods that increases costs for DoorDash’s business in a jurisdiction, then DoorDash may, with 15 days’ written notice, pass through fees generated directly as a result of such change in law; provided that Middleware Provider may terminate this agreement in part with respect to the affected jurisdiction(s) by providing written notice to DoorDash within 15 days after the date of the notice from DoorDash.

2.2.3. Supply of Services; Transaction Taxes.

2.2.3.1. If DoorDash has a contract with the Merchant and invoices Merchant directly, the Parties agree that (a) DoorDash will make a supply of services to Merchant and (b) DoorDash will not make a supply of services to Middleware Provider. If DoorDash does not have a contract with the Merchant and invoices Middleware Provider, the Parties agree that (i) DoorDash will make a supply of services to Middleware Provider and (ii) Middleware Provider will make a supply of goods or services to Merchant.

2.2.3.2. The Parties agree that (a) with regard to DoorDash’s supply of services to Middleware Provider, Middleware Provider will pay to DoorDash the applicable Transaction Taxes on DoorDash’s supply of services in addition to amounts payable under this Agreement and (b) with regard to Middleware Provider’s supply of goods or services to Merchant, Middleware Provider shall collect from Merchant any Transaction Taxes applicable to each order and will timely remit such Transaction Taxes to the appropriate tax authorities.

2.2.3.3. Payments of Fees by Middleware Provider to DoorDash shall be made free and clear of any deduction or withholding for Transaction Taxes, except as required by law. Middleware Provider shall deduct and withhold any Transaction Taxes required by law to be deducted or withheld from any Fees. If Middleware Provider is required to deduct or withhold any Transaction Taxes from Fees paid to DoorDash, then the sum payable by the Middleware Provider to DoorDash shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to any such additional sums payable), DoorDash receives an amount equal to the sum it would have received had no such deduction or withholding been made.

2.2.4. Fees and Transaction Taxes; Currency.

2.2.4.1. Where Merchant Store Location is anywhere outside of the United States, Puerto Rico, Canada, Australia and New Zealand then the following applies: All Fees are exclusive of Transaction Taxes. All Fees are payable in U.S. dollars.

2.2.4.2. Where Merchant Store Location is in the United States (including Puerto Rico), the following applies: All Fees are exclusive of Transaction Taxes. All Fees are payable in U.S. dollars.

2.2.4.3. Where Merchant Store Location is in Canada, the following applies: All Fees are exclusive of Transaction Taxes. All Fees are payable in Canadian dollars.

2.2.4.4. Where Merchant Store Location is in Australia, then the following applies: All Fees are inclusive of Transaction Taxes. All Fees are payable in Australian dollars.

2.2.4.5. Where Merchant Store Location is in New Zealand, the following applies: All Fees are exclusive of Transaction Taxes. All Fees are payable in New Zealand dollars.

2.2.5. Refunds. Middleware Provider and DoorDash agree to be responsible for refunds only as specifically set forth in a Refunds Matrix provided by DoorDash. Middleware Provider’s decision to issue a refund shall not itself obligate DoorDash to provide a refund. Under no circumstance will DoorDash be responsible for providing a refund directly to an End User.

ARTICLE 3: Licenses; Proprietary Rights; Data

3.1. Access to the Licensed Applications. Middleware Provider will provide DoorDash with access to the Licensed Applications through the Delivery API to enable DoorDash to enable deliveries to be made for End Users. Middleware Provider shall be responsible for all costs and expenses to facilitate the integration between the Delivery API and the Licensed Applications.

3.2. License to the Licensed Applications.

3.2.1. During the Term, Middleware Provider grants to DoorDash and its subsidiaries and affiliates a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, fully paid-up-license to access and use the Licensed Applications and Collected Data, in accordance with the terms of this Agreement. This license to use the Collected Data shall be limited to enabling deliveries to be made to End Users in accordance with this Agreement. DoorDash shall not use or disclose, or cause to be used or disclosed, any Collected Data for any other purpose including, but not limited to, marketing and sales efforts by or on behalf of DoorDash or any of its affiliated entities or any other third parties.

3.2.2. DoorDash will not and will not permit or authorize any third party to (a) sell, license, rent, resell, lease, assign (except as permitted herein), transfer, or otherwise commercially exploit the Licensed Applications; (b) circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorized access to the Licensed Applications; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure, or organization of the Licensed Applications; (d) use the Licensed Applications in any manner or for any purpose that violates any law or regulation; and (v) use the Licensed Applications for a reason other than as specifically provided or intended under this Agreement.

3.3. License to the Delivery API.

3.3.1. During the Term, DoorDash grants to Middleware Provider a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, fully paid-up license to access the Delivery API solely to transmit information to facilitate Merchant delivery in accordance with the terms of this Agreement.

3.3.2. Middleware Provider will not and will not permit or authorize any third party to (a) sell, license, rent, resell, lease, assign (except as permitted herein), transfer, or otherwise commercially exploit the Delivery API; (b) circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorized access to the Delivery API; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure, or organization of the Delivery API; (d) use the Delivery API in any manner or for any purpose that violates any law or regulation; and (e) use the Delivery API for a reason other than as specifically provided or intended under this Agreement.

3.3.3. In addition to any other remedies available to DoorDash under this Agreement, DoorDash, at its sole discretion, reserves the right to suspend or revoke Middleware Provider’s License to the Delivery API, in whole or in part, or with respect to specific Merchants, with immediate effect, in the event of a violation by Middleware Provider of this Section 3 or any of the Representations and Warranties under this Agreement.

3.4. Trademark License. During the term of and subject to the terms and conditions of this Agreement, DoorDash grants to Middleware Provider a non-exclusive, non-transferable, non-sublicensable, revocable license to use DoorDash’s name and any DoorDash logo(s) provided by DoorDash solely in order to indicate a working relationship with one another, subject to DoorDash’s prior written consent, and subject to any usage guidelines established by DoorDash. During the term of and subject to the terms and conditions of this Agreement, Middleware Provider grants to DoorDash a non-exclusive, non-transferable, revocable license to use Middleware Provider name and any logo(s) provided by Middleware Provider solely in order to indicate a working relationship with Middleware Provider subject to any usage guidelines established by Middleware Provider and provided in writing to DoorDash.

3.5. Proprietary Rights. Neither Party shall have any intellectual property rights in the other Party’s software, application, products, interface, or other intellectual property. Each Party acknowledges that the ownership, right, title, and interest in and to the other Party’s trademarks, name, logo(s) (“Marks”) and product and service names rests with the other Party, and both Parties agree that neither will do anything inconsistent with such ownership.

3.6. Data Restrictions. DoorDash will collect certain limited data (“Collected Data”) available from the Licensed Applications through the Delivery API to enable DoorDash to fulfill End User orders. Unless otherwise agreed in writing, the Collected Data shall not include any End User payment information (including, without limitation, End User credit card information), social security numbers, driver’s license numbers, personal identification numbers, or other highly sensitive personally identifiable information.

3.7. Malware. Each Party agrees not to perform any action with the intent of introducing to the other Party’s systems, products, or services (including the Delivery API and the Licensed Applications) any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

3.8. Data Mining. Each Party agrees not to crawl, scrape or otherwise index information from the other Party’s websites and applications without prior written consent from such Party.

3.9. Feedback. Middleware Provider may provide feedback to DoorDash regarding the DoorDash Platform at any time. Middleware Provider hereby provides DoorDash an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any feedback or suggestions made in connection with the DoorDash Platform for any purpose without any obligation that any feedback provided by Middleware Provider with respect to the DoorDash Platform may be used, modified, and/or incorporated into any DoorDash products or services and without any restriction, obligation or compensation to Middleware Provider.

ARTICLE 4: Confidentiality

4.1. Confidential Information. “Confidential Information” will mean all information that a reasonable industry participant would understand to likely be confidential or proprietary, including, without limitation, all documents that are identified as confidential or proprietary, referrals to prospective sales opportunities, technical documentation, and product design and roadmaps. Confidential Information includes trade secrets as defined under the Uniform Trade Secrets, or any other applicable legislation in any relevant jurisdiction including the Crimes Act 1961 in respect of New Zealand. Confidential Information does not include information that is independently developed, that becomes public knowledge, or that is received from a third party under circumstances that do not create a reasonable suspicion that it has been misappropriated or improperly disclosed.

4.2. Use of Confidential Information. A receiving Party will use commercially reasonable efforts to protect Confidential Information it receives and will use Confidential Information only as necessary to perform its obligations and exercise its rights under this Agreement. A receiving Party will not disclose Confidential Information to third parties other than as permitted under this Agreement or as compelled by a court or regulator of competent authority (and then while taking all reasonable steps to inform the disclosing Party prior to disclosure and to limit the scope of the disclosure).

ARTICLE 5: Representations and Warranties

5.1. Mutual. Each Party represents and warrants (a) that it has the legal power and authority to enter into this Agreement, that no authorization or prior approval is required from any third-party in connection with the execution or performance of this Agreement; (b) that it is in compliance with and will comply with all applicable laws and regulations, including with respect to data privacy and security, and pay their share of taxes, duties and governmental charges as required thereunder in connection with this Agreement and its performance; (c) it maintains industry standard security practices with respect to the collection, use, storage, sharing, and transmission of personal information; (d) it has in place a comprehensive information security program designed to protect the information under its custody, including all personal information; (e) its information program includes the following safeguards: (i) secure business facilities, data centers, servers, back-up systems, and computing equipment; (ii) network, device application, database, and platform security; (iii) secure transmission, storage, and disposal; (iv) encryption of personal information placed on any electronic notebook, portable hard drive, or removable electronic media with information storage capability, such as compacts discs, USB drives, flash drives, and tapes; (v) encryption of personal information in transit; and (vi) personnel security and integrity including, but not limited to, background checks consistent with applicable law and the requirements of this Agreement; and (f) that its materials owned, developed or used in performance of this Agreement do not infringe or violate any third-party intellectual property right.

5.2. DoorDash. DoorDash represents and warrants that it will provide the DoorDash Platform in a manner consistent with general industry standards reasonably applicable to the provision thereof.

5.3. Middleware Provider. In addition to the representations and warranties outlined in Section 2.1.2 above, Middleware Provider represents and warrants that it will provide the Middleware Provider licensed applications in a manner consistent with general industry standards reasonably applicable to the provision thereof, and that the information provided from the Licensed Applications to the Delivery API will be true and correct.

5.4. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. THE APIs AND APPLICATIONS ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND THE PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT. IF MIDDLEWARE PROVIDER IS A NEW ZEALAND ENTITY, MIDDLEWARE PROVIDER ACKNOWLEDGES THAT IT IS ACQUIRING DOORDASH’S SERVICES IN TRADE FOR THE PURPOSES OF SECTION 43(2) OF THE CONSUMER GUARANTEES ACT 1993 (“CGA”) AND SECTION 5D OF THE FAIR TRADING ACT 1986 (“FTA”), AND THAT MIDDLEWARE PROVIDER WILL NOT ASSERT OR ATTEMPT TO ASSERT ANY RIGHTS OR CLAIMS AGAINST DOORDASH UNDER THE PROVISIONS OF THE CGA, OR SECTIONS 9, 12A AND 13 OF THE FTA.

ARTICLE 6: Insurance

6.1. Each Party, at its sole cost and expense, shall maintain at all times during the Term, commercially reasonable levels of insurance for the business type of such Party. At a minimum, the Parties shall maintain:

6.1.1. Commercial General Liability on an “occurrence basis,” with a limit of not less than $1,000,000 USD combined single limit per occurrence for bodily injury and property damage liability.

6.1.2. Umbrella/Excess Liability with a minimum limit of $3,000,000 USD in excess of the insurance under policies indicated in this article.

6.1.3. Technology Errors and Omissions/Cyber Liability including Network Security/Privacy covering liability for loss or damage due to an act, error, omission, or negligence and for claims arising from unauthorized access to or use of the licensed software under this Agreement in an amount of at least $2,000,000 USD. Such insurance shall include network security and privacy risks, including unauthorized access, failure of security, breach of privacy, wrongful disclosure, or other negligence in the handling of Personal Information, privacy perils, and including coverage for related regulatory defense and penalties. The coverage shall be written on a claims made and reported basis.

6.2. All insurance coverages required under this Agreement shall be on an occurrence basis and Middleware Provider shall add DoorDash as an additional insured by endorsement. Such insurance will not replace or reduce each Party’s obligations of indemnification under this Agreement.

ARTICLE 7: Termination

7.1. Term. The term of this Agreement (“Term”) shall begin on the Effective Date and shall remain in force for twelve (12) months (“Initial Term”). The Agreement will automatically renew in increments of twelve (12) months (“Renewal Term”) unless prior written notice of termination is sent and received by either Party no later than thirty (30) days prior to the end of the Term.

7.2. Termination for Material Change in Law. Either Party can terminate the Agreement during the Term upon thirty (30) days prior written notice to the other Party due to a material change in law that adversely impacts the business or operations of such Party.

7.3. Termination for Cause; Reasonable Opportunity to Cure Breach. If a Party breaches any material provision of this Agreement, the non-breaching Party may terminate this Agreement by giving thirty (30) days’ notice to the other Party, except that such termination shall not take effect if the breaching Party cures the breach before the end of such thirty (30) day period. Breaches that constitute material breaches shall include, but not be limited to (a) violations of applicable laws or regulations; (b) violations of Article 4 (Confidentiality); (c) breaches of any representation or warranty set forth in Article 5 (Representations and Warranties); (d) any action by a Party as deemed by the other Party to constitute irreparable harm to the reputation and goodwill of such Party; and (e) upon either Party filing for bankruptcy, receivership, liquidation or insolvency.

7.4. Effect of Termination. Upon the expiration or termination of this Agreement, Middleware Provider and DoorDash shall immediately cease to market the services of the other Party and cease all use of the trademarks and other intellectual property from the date of termination. Neither Party shall be entitled to any compensation as a result of termination or expiration of this Agreement.

ARTICLE 8: Indemnity

8.1. Indemnification by DoorDash. DoorDash shall indemnify, defend, and hold harmless Middleware Provider and each of its subsidiaries and affiliates, and each of their respective past or present officers, directors, agents, servants, employees, stockholders, predecessors, successors or assigns against all losses, damages, claims, liabilities, and expenses (including reasonable legal fees) ("Losses") incurred by Middleware Provider arising out of any third-party claim(s) that result from or relate to: (a) any grossly negligent, willful, or fraudulent acts or omissions of DoorDash (including any grossly negligent, willful, or fraudulent acts or omissions of DoorDash’s employees, contractors, or representatives hereunder); (b) DoorDash’s breach of any representations or warranties under this Agreement; and (c) allegations that the use of the DoorDash Platform or Delivery API infringes, violates, or misappropriates any United States patent, trademark, or copyright of a third party.

8.2. Indemnification by Middleware Provider. Middleware Provider shall indemnify, defend, and hold harmless DoorDash and each of its subsidiaries and affiliates, and each of their respective past or present officers, directors, agents, servants, employees, stockholders, predecessors, successors or assigns against all Losses incurred by DoorDash arising out of third-party claims that result from or relate to: (a) any grossly negligent, willful, or fraudulent acts or omissions of Middleware Provider (including any grossly negligent, willful, or fraudulent acts or omissions of Middleware Provider’ employees, contractors, or representatives hereunder); (b) Middleware Provider’s breach of any representations or warranties under this Agreement; and (c) allegations that the use of the Middleware Provider API or of the Licensed Applications infringes, violates, or misappropriates any United States, patent, trademark, or copyright of a third party.

8.3. Indemnification Procedures. In connection with any Claim for which a Party is responsible pursuant to this Article 8: (a) the indemnified Party shall notify the indemnifying Party in writing within thirty (30) days after the indemnified Party knew or reasonably should have known of the Claim, provided that failure to provide such notice shall not relieve the indemnifying Party of liability under this Article 8 but in no event shall the indemnifying Party be liable to the extent that such delay directly prejudices the defense of the Claim; (b) the indemnifying Party has sole control of the defense and all related settlement negotiations, provided that the indemnified Party shall have the right to participate in the defense of such Claim with counsel of its choosing at the indemnified Party’s expense; and (c) the indemnified Party provides the indemnifying Party with the assistance, information, and authority reasonably necessary to perform the above, provided that reasonable out-of- pocket expenses incurred by the indemnified Party in providing such assistance will be reimbursed by the indemnifying Party. Notwithstanding the foregoing, the indemnifying Party may not, without the indemnified Party’s prior written consent, settle, compromise or consent to the entry of any judgment in any such commenced or threatened claim or action, unless such settlement, compromise or consent: (i) includes an unconditional release of the indemnified Party from all liability arising out of such commenced or threatened claim or action; (ii) is solely monetary in nature (provided that the indemnified Party is fully indemnified hereunder for such monetary damages), and (iii) does not include an admission of fault by the indemnified Party or otherwise adversely affect the indemnified Party.

ARTICLE 9: Limitation of Liability

9.1. EXCEPT WITH RESPECT TO AMOUNTS PAYABLE TO THIRD PARTIES UNDER ARTICLE 8 (INDEMNITY), CLAIMS ARISING FROM BREACH OF ARTICLE 4 (CONFIDENTIALITY) OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT, FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, LOST REVENUES, HARM TO GOODWILL, OR THE COSTS OF PROCURING REPLACEMENT SERVICES, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE.

9.2. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS TO PAY FEES DUE, EACH PARTY’S MAXIMUM AGGREGATE LIABILITIES ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: THE TOTAL AMOUNT PAID OR PAYABLE BY ONE PARTY TO THE OTHER PARTY HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM OR FIVE MILLION DOLLARS ($5,000,000).

ARTICLE 10: Code of Conduct

Middleware Provider agrees to the DoorDash Partner Code of Conduct: https://www.doordash.com/partner/code-of-conduct.

ARTICLE 11: General

11.1. Entire Agreement. This Agreement supersedes all prior and contemporaneous agreements, representations and understandings and contains the entire agreement between the Parties. DoorDash may revise the terms herein from time to time and will notify Middleware Provider of material revisions. No failure or delay of either Party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy.

11.2. Assignment. This Agreement shall be binding upon the Parties and their successors and assigns. Neither Party shall have the right to assign or otherwise transfer its rights or delegate its duties under this Agreement without the express written consent of the other Party. Neither Party has any authority to enter into any agreement on behalf of the other Party, draw, accept, or endorse any bill on behalf of the other Party or to use the name of the other Party with respect to its products or services except to the extent as contained herein. Both Parties agree that they shall not transfer their rights under the Agreement to anyone else without the prior written consent of the other Party.

11.3. Relationship of the Parties. Each Party is an independent contractor with respect to its performance of its obligations hereunder. Nothing contained herein is deemed to create the relationship of principal and agent, or joint venture between the Parties. Neither Party has any right or authority to incur obligations of any kind in the name of, or for the account of, the other Party nor to commit or bind the other Party to any contract or other obligation. Under no circumstances is either Party considered to be, nor will either Party hold itself out as, an employee, agent, franchisee, or joint venturer of the other Party.

11.4. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, or electronically via email, addressed to the Parties at the addresses shown at the beginning of this Agreement or, if electronically, as follows:

For DoorDash: [email protected]

For Middleware Provider: as provided to DoorDash in the Sign-Up Sheet

Such notice shall be effective upon receipt.

11.5. Electronic Signature. The Parties consent to conducting business via electronic transactions and recognize the validity, enforceability and admissibility of any electronic record or any electronic signature created in connection with this Agreement or the relationship contemplated by it including for the purposes of the New Zealand Contract and Commercial Law Act 2017. An electronic record of this Agreement and any electronic signature made in connection with this Agreement shall be deemed to have been signed by hand by the Parties.

11.6. No Waiver. Nonperformance of either Party, except for the making of payments, shall be excused to the extent where failure to perform is beyond the control and not caused by the negligence of the non-performing Party.

11.7. Press, Non-disparagement. Neither Middleware Provider nor DoorDash shall issue any press release or public statement regarding the relationship between the Parties or the nature of the services without the prior written consent of the other Party. Neither Party shall issue any statement about the other Party that could be interpreted as disparaging the other Party or its operations, even if such statement does not name the other Party specifically. Nothing in this section prevents a party from making statements as compelled by law or regulation as provided in Section 4.2.

11.8. Arbitration.

11.8.1. THIS ARBITRATION AGREEMENT SHALL APPLY TO ALL DISPUTES ARISING FROM OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AND THEIR PERSONNEL. THIS ARBITRATION AGREEMENT SHALL APPLY, WITHOUT LIMITATION, TO ALL CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT.

11.8.2. If Middleware Provider is an entity based in the United States or any other country outside of Canada, Australia and New Zealand: Any dispute shall be finally resolved by binding arbitration except claims: (a) in small claims court, so long as the matter advances only on an individual (non-class, non-representative) basis; and (b) for injunctive relief arising out of the infringement or other misuse of intellectual property rights. This arbitration agreement shall be governed by the Federal Arbitration Act in all respects. If the rules and procedures of the Federal Arbitration Act cannot apply, the state law governing arbitration agreements in the state of the Merchant location most closely associated with the dispute shall apply. The arbitration will be conducted by ADR Services, Inc. pursuant to the most current version of its rules available at https://www.adrservices.com/services/arbitration-rules/. The Parties further agree that any and all arbitration proceedings, including any discovery, hearings and rulings, shall be confidential to the fullest extent permitted by law. Judgment on the resulting award may be entered in any court having jurisdiction. This arbitration agreement explicitly supersedes any and all different or contradictory terms included in the Agreement. This arbitration agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement, and explicitly supersedes any and all different or contradictory terms included in the Agreement.

11.8.3. If Middleware Provider is an entity based in Australia: Any reference to arbitration under this clause will be deemed a submission to arbitration within the meaning of the International Arbitration Act 1974 (Cth). Any Dispute will be finally resolved by binding arbitration except claims: (a) in small claims court, so long as the matter advances only on an individual (non-class, non-representative) basis; and (b) for injunctive relief arising out of the infringement or other misuse of intellectual property rights (such as the Marks or DoorDash intellectual property).The Parties further agree that any and all arbitration proceedings, including any discovery, hearings and rulings, will be confidential to the fullest extent permitted by Law provided that if the parties involved in any Dispute are unable to agree on an arbitrator within five (5) business days after delivery by one party to the other of any written notice setting out the Dispute and requiring the matter in Dispute to be referred to arbitration by a single arbitrator in accordance with this clause, either party may by written notice request that an arbitrator be appointed by the President of the Law Society of Victoria, whose appointment will be binding on the parties. Judgment on the resulting award may be entered in any court having jurisdiction. This arbitration agreement explicitly supersedes any and all different or contradictory terms included in the Agreement. This arbitration agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement, and explicitly supersedes any and all different or contradictory terms included in the Agreement. To the extent allowed by Law, separate and apart from Section 11.12, Middleware Provider agrees that any proceeding to litigate in court any Dispute arising out of or relating to this Agreement will be conducted solely on an individual basis, and Middleware Provider agrees not to seek to have any controversy, claim or Dispute heard as on a class, representative, or collective basis (“Consolidated Actions Waiver”). Middleware Provider 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. The enforceability of this Consolidated Actions Waiver will only be determined by a court of competent jurisdiction. If a court of competent jurisdiction determines that all or part of this Consolidated Actions Waiver is unenforceable, unconscionable, void, or voidable with respect to a particular claim or Dispute, then all such claims or Disputes will be resolved in court, after the conclusion of the arbitration of any arbitrable claims or Disputes, and the remainder of this Section 11.8 will remain in full force and effect.

11.8.4. If Middleware Provider is an entity based in Canada: Any Dispute shall be finally resolved by binding arbitration except claims: (a) in small claims court, so long as the matter advances only on an individual (non-class, non-representative) basis; and (b) for injunctive relief arising out of the infringement or other misuse of intellectual property rights (such as a Party’s Marks or DoorDash intellectual property). This arbitration agreement shall be governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to DoorDash’s registered agent. The arbitration will be administered by the International Centre for Dispute Resolution Canada under its rules and pursuant to the terms of this Agreement before one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days of commencement of arbitration, then by one arbitrator appointed by the ICDR. The arbitration shall take place in Toronto, Ontario, or any other jurisdiction mutually agreed upon by Merchant and DoorDash. The arbitration shall be conducted in accordance with the ICDR arbitration rules then in effect. Payment of all filing, administration, and arbitration fees will be governed by ICDR’s rules. If ICDR is not available to arbitrate, the parties will 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 country where you live or at another mutually agreed location. The Parties further agree that any and all arbitration proceedings, including any discovery, hearings and rulings, shall be confidential to the fullest extent permitted by Law. Judgment on the resulting award may be entered in any court having jurisdiction. This arbitration agreement explicitly supersedes any and all different or contradictory terms included in the Agreement. This arbitration agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement, and explicitly supersedes any and all different or contradictory terms included in the Agreement.

11.8.5. If Middleware Provider is an entity based in New Zealand: Any dispute, claim or controversy arising out of this agreement shall be finally resolved by binding arbitration except claims: (a) in small claims court, so long as the matter advances only on an individual (non-class, non-representative) basis; and (b) for injunctive relief arising out of the infringement or other misuse of intellectual property rights. Any reference to arbitration under this clause will be deemed a submission to arbitration within the meaning of the Arbitration Act 1996. The Parties further agree that any and all arbitration proceedings, including any discovery, hearings and rulings, shall be confidential to the fullest extent permitted by law provided that if the Parties are unable to agree on an arbitrator within 5 business days after delivery by one party to the other of any written notice setting out the dispute and requiring the matter in dispute to be referred to arbitration by a single arbitrator in accordance with this clause, either party may by written notice request that an arbitrator be appointed by the President of the New Zealand Law Society, whose appointment will be binding on the parties. Judgment on the resulting award may be entered in any court having jurisdiction. This arbitration agreement explicitly supersedes any and all different or contradictory terms included in this Agreement.

11.9. Enforceability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement. The prohibition on or unenforceability of any provision in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

11.10. Attorneys’ Fees. In any legal action to enforce the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs from the other party. In the event of any inconsistencies between this Section 11.10 and any other Section of this Agreement or any statutory provision, to the extent permitted by applicable law, this provision shall prevail over such inconsistency.

11.11. Survival. The rights and obligations set forth herein, which by their nature should, or by their express terms do, survive or extend beyond the termination or expiration of these terms shall so survive and extend.

11.12. Governing Law.

11.12.1. If Middleware Provider is an entity based in the United States and any other country outside of Canada, Australia and New Zealand: 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. Except as set forth above in Section 11.8 (“Arbitration”), the parties hereby consent to exclusive jurisdiction in the courts of San Francisco, California.

11.12.2. If Middleware Provider is an entity based in Australia: This Agreement is governed by the laws of Victoria, Australia without giving effect to any principles that provide for the application of the law of any other jurisdiction.

11.12.3. If Middleware Provider is an entity based in Canada: This Agreement is governed by and interpreted in accordance with the laws of the Province of Ontario without regard to the conflicts of laws principles thereof. Except as set forth above in Section 11.8 (“Arbitration”), the parties hereby consent to exclusive jurisdiction in the courts of Toronto, Ontario.

11.12.4. If Middleware Provider is an entity based in New Zealand: This Agreement is governed by New Zealand law. The parties submit to the non-exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this Agreement. To the extent relevant, the parties agree that the provisions of the United Nations Convention on Contracts for the International Sales of Goods will not apply to this Agreement.