TERMS OF SERVICE - UNITED STATES

DoorDash Merchants

Last Updated: September 11, 2025

BEFORE YOU USE THE DOORDASH MARKETPLACE, PICKUP, ONLINE ORDERING, DOORDASH DRIVE ON-DEMAND, SELF-DELIVERY, OR ANY OTHER DOORDASH PRODUCT OR SERVICE PLEASE READ THESE TERMS OF SERVICE (“TERMS OF SERVICE”) CAREFULLY. BY EXECUTING THE SIGN-UP SHEET WITH DOORDASH OR USING ANY DOORDASH PRODUCT OR SERVICE (INCLUDING THROUGH A THIRD PARTY PLATFORM), YOU TOGETHER WITH ANY ENTITIES THAT YOU REPRESENT AS STATED IN THE SIGN-UP SHEET AND YOUR AFFILIATES THAT OWN OR OPERATE MERCHANT LOCATIONS ("YOU" OR "MERCHANT") AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN ADDITION TO THE TERMS ON YOUR SIGN-UP SHEET OR PRODUCT ADDENDUM. DOORDASH MAY REVISE THESE TERMS AND THE PRODUCT ADDENDUMS FROM TIME TO TIME, AND WE WILL NOTIFY YOU OF MATERIAL REVISIONS VIA A SERVICE NOTIFICATION OR AN EMAIL TO THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT. BY CONTINUING TO ACCESS OR USE THE PRODUCTS OR SERVICES AFTER THOSE REVISIONS BECOME EFFECTIVE, YOU AGREE TO BE BOUND BY THE REVISED TERMS.

SECTION 13 (GOVERNING LAW & DISPUTE RESOLUTION) OF THE TERMS OF SERVICE 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 13 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU VALIDLY 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; 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 13 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

BY ENTERING INTO THESE TERMS OF SERVICE WITH DOORDASH, YOU AGREE TO COMPLY WITH APPLICABLE LOCAL LAWS AND GUIDELINES. ADDITIONALLY, YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE WAIVING YOUR RIGHTS AND OPTING OUT OF FEE LIMITS UNDER CERTAIN LAWS. THESE RIGHTS AND YOUR WAIVER(S) ARE DESCRIBED BELOW IN SECTION 7.4 AND ARE ACCESSIBLE AT https://help.doordash.com/merchants/s/local-laws-us.

These Terms of Service, together with the Sign-Up Sheet, the Product Addendums, and other attachments or exhibits hereto, (this “Agreement”) between DoorDash and Merchant is effective as of the Effective Date. In the event of a conflict between any of the terms in this Terms of Service, a Product Addendum, or the Sign-Up Sheet, the conflict will be construed in the following order of precedence: 1) Section 16 (Additional Terms) , 2) Product Addendums, 3) any other term in these Terms of Service, 4) the Sign-Up Sheet.

1. PREAMBLE. DoorDash provides a suite of products, services, and technology solutions to enable merchants to grow their businesses, including online marketplace(s), white label fulfillment, demand generation, certain promotions or marketing services, and warehousing, among others. Merchants are restaurants, grocery stores, and/or businesses that sell products to consumers. DoorDash and Merchant wish to enter into an arrangement pursuant to the terms set forth in this Agreement. Prior to using a DoorDash Product, Merchant must agree to fees and other commercial terms in a Sign-Up Sheet, Rate Card, or otherwise. This Agreement applies to each restaurant, store, warehouse, or other location owned or operated by Merchant or its affiliates or an Eligible Franchisee (the “Merchant Locations”). For Merchants operating a franchisee or similar structure, please refer to Section 13 (Franchises).

2. OPERATING PROCEDURES.

2.1. Product Specific Terms. These Terms of Service include the following Product Addendums that apply to specific DoorDash Products:

- Drive On-Demand Product Addendum: https://help.doordash.com/merchants/s/us-addendum-drive

- Marketplace Product Addendum: https://help.doordash.com/merchants/s/us-addendum-marketplace

- Online Ordering Product Addendum: https://help.doordash.com/merchants/s/us-addendum-storefront

- Alcohol Product Addendum: https://help.doordash.com/legal/document?type=mx-alcohol-addendum&region=US&locale=en-US

- Customer Support Solutions: https://help.doordash.com/legal/document?type=mx-customer-support-solutions-addendum&region=US&locale=en-US

- Flexible Fulfillment Product Addendum: https://help.doordash.com/merchants/s/us-addendum-flexible

- Self-Delivery Product Addendum: https://help.doordash.com/merchants/s/us-addendum-self-delivery

2.2. DoorDash Responsibilities. DoorDash will perform the obligations listed in the applicable Product Addenda.

2.3. Merchant Responsibilities. Merchant will: (a) perform the obligations listed in the applicable Product Addendums; (b) notify DoorDash of its days and hours of operation, including on holidays; and (c) notify relevant Merchant Location staff members of the relationship with DoorDash, and train staff members on receiving and fulfilling DoorDash Orders on an ongoing basis.

2.4. Alcohol Products. Merchant agrees that any sale of age-restricted alcohol beverages or other age-restricted alcohol products facilitated through a DoorDash Product will be governed by the Alcohol Product Addendum. Merchant will execute any additional terms required by DoorDash prior to any such sale.

2.5. 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 applicable DoorDash Product and/or Merchant Application) any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

2.6. Hours of Operation. DoorDash will only accept Orders during the operating hours for the applicable DoorDash Product, which may vary by Merchant Location and will be separately communicated to Merchant.

2.7. Delivery Areas. To ensure delivery quality, DoorDash will only accept Orders to be delivered within a certain delivery area.

2.8. Title to Merchant Products. The Parties agree that title to Merchant Products passes from Merchant to Customer at Merchant Location when Merchant Products are transferred from Merchant to the Dasher (or for a Pickup Order, when Merchant Products are transferred by Merchant to the Customer) and that neither the Dasher nor DoorDash acquires, holds title to, or acquires any ownership interest in, any Merchant Products.

2.9. Modifications. DoorDash reserves the right, at its sole discretion, to change, suspend, or discontinue any DoorDash Product (including the availability of any feature or content) or Merchant Location at any time. Merchant shall not list or include any Merchant Products or Merchant Locations that DoorDash determines, in its sole discretion, may subject DoorDash to undue regulatory risk, health and safety risk, or other liability. Any such Merchant Products or Merchant Locations are subject to removal by DoorDash. If applicable, DoorDash may, at its sole discretion, remove any Merchant virtual brand concept from the DoorDash Products, if DoorDash determines that such virtual brand concept does not meet and maintain certain eligibility requirements as communicated by DoorDash, provided, however, that DoorDash shall use commercially reasonable efforts to inform Merchant of such removal.

2.10. Redelivery. Orders requiring redelivery due to Merchant’s error, including Merchant Personnel providing an incorrect or incomplete Order to the Dasher, are subject to Fees as an additional delivery.

2.11. Territorial Scope. This Agreement applies solely to Orders where both (i) the Merchant Location fulfilling the Order is physically located in the United States, excluding Puerto Rico, and (ii) the delivery address for the Order is located within the United States, excluding Puerto Rico. DoorDash shall not be obligated to, and shall not, provide services under this Agreement for any Orders involving Merchant Locations or delivery addresses located outside the United States.

3. PAYMENTS; PAYMENT PROCESSING.

3.1. Merchant agrees to pay the Fees in the applicable Product Addendums and as described in the Rate Card. If a Merchant Location is onboarded into a DoorDash account that is not covered by this Agreement, then the Merchant Location will be subject to the Rate Card applicable to that account. 

3.2. DoorDash Product. Merchant agrees to communicate to DoorDash any Dispute, disagreement, or issue with a transaction, Fee, or Order, including those in connection with fraudulent transactions or payments, within fourteen (14) days of the applicable transaction, Fee, or Order. Merchant agrees, on an ongoing basis, to review and confirm its transactions, fees and charges on orders and invoices and via the Merchant Portal. Merchant can review Order transactions and payments in the Merchant Portal. 

3.3. Merchant acknowledges that DoorDash uses payment processors (“Payment Processors”) to collect Order amounts from Customers and remit payment to Merchant. The Payment Processor is currently Stripe. If Merchant uses any DoorDash Product where Merchant will be paid via a Payment Processor, (i) Merchant is required to accurately complete the Payment Processing Details table in the Sign-Up Sheet, and (ii) Merchant agrees that by funding the Merchant’s account with the Payment Processor, DoorDash will discharge its payment obligations to Merchant. DoorDash will have no responsibility for any failure or refusal by the Payment Processor to allow Merchant to access the funds.

3.4. By agreeing to these Terms of Service, Merchant agrees to be bound by the Stripe Connected Account Agreement and the Stripe Services Agreement, as they may be modified by Stripe from time to time. As a condition of DoorDash enabling payment processing services through the Payment Processors, Merchant agrees to provide DoorDash accurate and complete information about Merchant’s representative and its business, and Merchant authorizes DoorDash to share that information and transaction information related to Merchant’s use of the payment processing services with the Payment Processors. Upon account creation, Merchant shall be solely responsible for the accuracy, completeness, and integrity of the information associated with their account(s) with the Payment Processors. DoorDash will not be responsible for making additional payments to Merchants due to missing or inaccurate information. DoorDash, in its sole discretion, may reject certain banking systems or accounts to prevent fraud and similar conduct.

3.5. DoorDash may change its payment processor at any time during the Term and Merchant will provide DoorDash with any information required to set up a payment account with any such alternate payment processor.

3.6. All monetary amounts set forth in this Agreement are (i) stated and shall be payable in United States dollars (USD), and (ii) exclusive of taxes, except where otherwise noted.

4. TAXES.

4.1. Unless otherwise specified in an applicable Product Addendum, Merchant is the seller, retailer, and supplier of the Merchant Products sold under this Agreement, and Merchant is responsible for setting the price for each Merchant Product made available on the DoorDash Products.

4.2. DoorDash may charge, and Merchant shall be responsible for paying, any Sales Tax imposed by applicable law on any Fees or other amounts charged by DoorDash to Merchant under this Agreement. 

4.3. All payments due to DoorDash under this Agreement shall be made without deduction or withholding for any taxes, except to the extent required by applicable law. To the extent that Merchant is required by applicable law to deduct or withhold any taxes from any payment due to DoorDash under this Agreement, Merchant shall (i) increase the payment amount so that, after such deduction or withholding, DoorDash receives the full amount it would have received had no deduction or withholding been made, (ii) deduct or withhold such amount of taxes with respect to such payment as is required by applicable law, (iii) timely remit such taxes to the appropriate governmental authority, and (iv) upon DoorDash’s request, after the date of any payment by Merchant of any payment of deductions or withholdings, Merchant shall furnish DoorDash the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to DoorDash.

4.4. DoorDash and Merchant shall each cooperate fully (and cause their respective Affiliates to cooperate fully) with the other Party in connection with: (a) the preparation of, and responses to, any information requests, audits, examinations, or similar inquiries by any taxing authority, or any judicial or administrative proceedings, relating to liability for any Sales Tax arising from the sale of Merchant products on the DoorDash Products; and (b) the retention, production, and provision to the other Party of all records, documents, and other information (i) requested by a taxing authority or (ii) otherwise relevant to any such tax return, audit, information request, examination, or proceeding, including, but not limited to, documentation evidencing Merchant’s remittance of applicable taxes to the appropriate taxing authorities. In addition, each of DoorDash and Merchant shall reasonably cooperate with the other (without incurring additional aggregate costs) to minimize the other Party’s tax liability (including, for the avoidance of doubt, any withholding under Section 4.3), to the extent legally permissible. Without limiting the foregoing, each Party shall retain (and shall cause its Affiliates to retain), until the expiration of all applicable statutes of limitations (including any extensions), copies of all relevant tax returns, supporting workpapers, and related records for all tax periods (or portions thereof) commencing on or before the termination or expiration of this Agreement. Neither Party shall destroy or otherwise dispose of any such records without first providing the other Party with a reasonable opportunity to review and copy the same.

4.5. Additional terms related to the Parties’ respective tax obligations may be set forth in the applicable Product Addendum.

5. LICENSE

5.1. Use of DoorDash Products. During the Term, and subject to Merchant’s ongoing compliance with the terms and conditions of this Agreement, DoorDash grants to Merchant a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, and fully paid-up license and right to access the applicable DoorDash Products, including through a Third Party Platform, solely to transmit information to facilitate ordering, deliveries or pick up in accordance with the terms of this Agreement. DoorDash owns and retains all rights, title, and interest in DoorDash IP.

5.2. Acceptable Use. Merchant will not and will not permit or authorize any third party to or attempt to do any of the following in connection with DoorDash Products, software applications, services, websites, systems (collectively, “DoorDash Offerings”), or any content available through a DoorDash Offering, whether or not a user is logged into an account: (a) sell, license, rent, resell, lease, assign (except as expressly permitted herein), transfer, or otherwise commercially exploit any DoorDash Offering; (b) scrape or otherwise conduct any systematic retrieval of content from any DoorDash Offering; (c) use any DoorDash Offering in connection with the development of any software program or similar technology, including, but not limited to, (i) training a machine learning, artificial intelligence, or similar system, or (ii) providing data sets containing content accessible through a DoorDash Offering (whether active, archived, cached, aggregated, or otherwise) to any third party; (d) use automated, autonomous, or semi-autonomous means to use, access, or collect content from any DoorDash Offering; (e) deep-link to any DoorDash Offering or access any DoorDash Offering manually or with any robot, spider, script, web crawler, extraction software, automated process, service, tool, agentic Artifical Intelligence, or device to scrape, copy, index, frame, or monitor any portion of the DoorDash Offering; (f) circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorized access to any DoorDash Offering; (g) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure, or organization of any DoorDash Offering unless such actions are authorized by compulsory provisions of applicable law; (h) use any DoorDash Offering under false pretenses or in any manner or for any purpose that violates any Law; and (i) use any DoorDash Offering for a reason other than as specifically provided or intended under this Agreement (which includes the applicable Product Addendum). For purposes of this section, “content” includes, without limitation, data, text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, and compilations. Engaging in any prohibited use of a DoorDash Offering may result in criminal, civil, or administrative penalties.

5.3. Merchant Content and Trademark; Photographs of Merchant Products.

5.3.1. During the Term, Merchant grants to DoorDash a royalty-free, non-exclusive, and sublicensable right and license to use and display the Merchant Content (and Additional Content, to the extent such Additional Content embodies any rights of Merchant) in the provision of services to Merchant, including, where applicable, listing Merchant as a merchant on the DoorDash Products, referencing Merchant as merchant available on DoorDash, promoting DoorDash including through paid advertising, and sharing Merchant Content with third parties, including third party services which enable DoorDash Customers to access DoorDash Products (including its web pages) for Orders.

5.3.2. DoorDash may in the provision of services to Merchant: (a) take photographs and videos of Merchant Products, other products, or Merchant Locations; (b) use stock photographs and photographs or videos taken by Dashers and others of Merchant Products, other products, or Merchant Locations; (c) use photographs and videos from Merchant’s website, mobile application, or social media channels or from a Third Party Platform; and (d) enhance and improve any of the foregoing using artificial intelligence or other means (together with content described in Section 5.3.3 below, “Additional Content”). DoorDash may display such Additional Content as representations of Merchant Products or Merchant Locations on the applicable DoorDash Product; provided that Merchant may contact DoorDash support to have such Additional Content removed from the applicable DoorDash Product and, in such event, DoorDash will use reasonable efforts to comply in a timely manner.

5.3.3. If descriptions of Merchant Products are not available or if they do not meet DoorDash’s requirements, as reasonably determined by DoorDash, then Merchant consents to DoorDash creating or enhancing such descriptions using artificial intelligence or other means and displaying such descriptions in connection with Merchant Products on the applicable DoorDash Product; provided that Merchant may remove or change the descriptions itself or may contact DoorDash support to have such descriptions removed or changed and, in such event, DoorDash will use reasonable efforts to comply in a timely manner.

5.3.4. Merchant agrees that DoorDash may (a) display user-generated reviews, photographs, videos, and other content (collectively, “User Content”) in connection with Merchant Products on the applicable DoorDash Product; and (b) modify the order or grouping of Merchant Content to present customized experiences to DoorDash Customers. For the avoidance of doubt, User Content constitutes DoorDash IP in accordance with these Terms of Service.

5.4. Merchant Portal. Merchant may allow only its employees and third parties permitted by DoorDash (“Merchant Users”) to access Merchant Portal on its behalf by associating each individual’s email address with its Merchant Portal account. Prior to accessing Merchant Portal, Merchant Users will be required to accept the Merchant Portal Security Terms available at https://help.doordash.com/legal/document?type=mx-security-terms&region=US&locale=en-US. Unauthorized third parties are not permitted to access Merchant Portal and DoorDash reserves the right to remove unauthorized third parties at its sole discretion. Merchant is responsible for activities in Merchant Portal by users associated with its account, including financial and confidentiality obligations, and any claims relating to those activities.

5.5. Goodwill. If Licensee, in the course of performing this Agreement, acquires any goodwill or reputation in any of the Licensor’s Marks, all such goodwill or reputation will automatically vest in Licensor: (a) when and as such acquisition of goodwill or reputation occurs; (b) at the expiration or termination of this Agreement; and (c) without any separate payment or other consideration of any kind to Licensee. Licensee agrees to take, at Licensor’s request and expense, all such actions reasonably necessary to effect such vesting. During the Term, Merchant will not adopt, use or register, whether as a corporate name, trademark, service mark, or other indication of origin, any of the DoorDash Marks or any word or mark confusingly similar to them in any jurisdiction. As it pertains to DoorDash, DoorDash’s parent company (if applicable) may be considered a “Licensor” hereunder.

5.6. Feedback. Merchant may provide DoorDash with Feedback. Merchant grants and hereby agrees to grant DoorDash a perpetual, irrevocable, sublicensable, royalty-free, fully transferable license to such Feedback on an unrestricted basis.

6. TERM AND TERMINATION.

6.1. Term. The Agreement will begin on the Effective Date and continue until terminated in accordance with this Agreement.

6.2. Termination. Merchant may terminate this Agreement for convenience or suspend its use of any DoorDash Product at any time upon seven (7) days’ prior written notice to DoorDash. DoorDash may terminate this Agreement for convenience or suspend Merchant’s or any Merchant Location’s use of any DoorDash Product for any reason at any time upon written notice. Either Party may terminate this Agreement for cause immediately, (a) in the event of a material breach by the other Party or (b) if the other Party ceases to do business, becomes insolvent, or seeks protection under any bankruptcy or comparable proceedings. For clarity, if either Party terminates the Agreement, all Product Addenda and the Alcohol Addendum will also terminate.

6.3. Survival. Sections 3 (Payments), 4 (Taxes), 5 (License), 6 (Term and Termination), 7 (Representations, Warranties, and Waivers), 8 (Indemnification), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Data Privacy and Security), 13 (Governing Law & Dispute Resolution), and 14 (Miscellaneous) and rights and obligations in this Agreement which, by their nature, should (or by their express terms do) survive or extend beyond the termination or expiration of this Agreement, shall so survive and extend.

7. REPRESENTATIONS, WARRANTIES, AND WAIVERS.

7.1. Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has the full right, power, and authority to enter into and perform its obligations under this Agreement, including, as to Merchant, entering this Agreement on behalf of any applicable entities listed in the Sign-Up Sheet and its affiliates who own or operate Merchant Locations; (b) its performance of its obligations under this Agreement will not result in a breach of any obligation to any third party; (c) such Party’s Marks and materials (including, for Merchants, Merchant Content) owned, licensed, developed or used in performance of this Agreement do not, to its knowledge, infringe or violate any third-party intellectual property right; (d) it will obtain any necessary permits, consents, certificates, approvals, inspections, releases, authorizations, and licenses and/or file any registration forms (if any) in connection with performing its obligations or granting the rights granted under this Agreement; and (e) it will comply with all applicable Laws in operating its business and performing its responsibilities hereunder (including, Data Protection Laws and, if applicable to Merchant, all applicable Laws related to health, food safety, sanitation, food packaging and labeling, including required consumer-facing warnings and calorie information). In the event of a breach of Section 7.1(c), the non-breaching Party’s sole remedy, and the breaching Party’s sole liability, is indemnification pursuant to Section 8.1(d).

7.2. Merchant. Merchant represents and warrants that: (a) it will inform DoorDash of any warnings, charges, opt-ins, and instructions related to Merchant Products that become required in the future; (b) if applicable, it will disclose common allergens in any Merchant Products items listed on or sold through the DoorDash Products; (c) it will not include any products restricted by DoorDash (“Restricted Items”) as a Merchant Product available on a DoorDash Product, or request delivery of any Restricted Items through the DoorDash Products, provided that DoorDash may allow promotion, sale or delivery of certain Restricted Items after Merchant has entered into a separate agreement with DoorDash memorializing such promotion, sale, and/or delivery of such products in compliance with the Laws of the applicable jurisdiction in which such products will be sold; (d) it will not disclose any information related to a Dasher or a DoorDash Customer to a third party (except as required to comply with Law or pursuant to a court order); (e) it will comply with the guidelines DoorDash publishes that govern any Merchant Content, including those available at https://get.doordash.com/en-us/learning-center/photo-rejection#what-are-the-requirements-to-get-my-photos-approved, and agrees that any noncompliance may result in removal of the Merchant Content; (f) it shall not offer incentives or payments for reviews or ratings of its business on the DoorDash Products; and (g) it shall not use the DoorDash Products for any purpose that is detrimental to DoorDash or the DoorDash Product. The list of Restricted Items is available at https://help.doordash.com/merchants/s/platform-restricted-items and may be updated by DoorDash from time to time.

7.3. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1(c), TO THE EXTENT PERMITTED BY APPLICABLE LAW, DOORDASH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY DOORDASH PRODUCT OR SERVICE, AND EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS IMPLIED, OR STATUTORY RELATED TO EQUIPMENT OR SERVICES PROVIDED TO THE OTHER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. THE DOORDASH PRODUCTS AND ANY RELATED SERVICES ARE PROVIDED “AS IS." Merchant acknowledges that the operation of the DoorDash Products may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and DoorDash shall not be responsible to Merchant or others for any such interruptions, errors, or problems or an outright discontinuance of the platform nor for any guarantee of results with respect to the DoorDash Products or services. Merchant agrees that it has no expectation nor has received any assurances from DoorDash of future business or that Merchant will obtain any anticipated amount of revenue or profits by virtue of this Agreement.

7.4. Compliance with Local Laws; Waivers. Each Party represents and warrants that it will comply with applicable local Laws and guidelines (“Local Laws”), including those listed at https://help.doordash.com/merchants/s/local-laws-us (the “Local Laws Page”), and Merchant represents and warrants that it has read and understood the Local Laws Page, and hereby waives its rights under any applicable fee limits or other Local Laws described on the Local Laws Page. The Local Laws Page is non-exhaustive and it shall be each Party’s responsibility to identify and comply with any additional laws that apply to their operations now or in the future.

8. INDEMNIFICATION.

8.1. Indemnification. The Indemnifying Party will, at its own expense defend the Indemnified Party to the fullest extent permitted by Law, and also indemnify and hold the Indemnified Party harmless from and against any and all Losses arising out of any third-party claim that alleges or results from: (a) any breach of Section 7 by the Indemnifying Party or its Personnel; (b) the gross negligence or more culpable act or omission of the Indemnifying Party or Personnel (including any reckless misconduct) in connection with the performance of this Agreement; (c) bodily injury (including death) or damage to tangible or real property to the extent caused by the Indemnifying Party or its Personnel (including any reckless or willful misconduct) (or, in the case of Merchant as the Indemnifying Party, caused by Merchant Products or any violation or alleged violation Section 7.1(e) as it pertains to Merchant Products, except to the extent such Losses were caused directly by the gross negligence or willful misconduct of DoorDash, including Dashers); and (d) infringement or misappropriation of the intellectual property rights of any third party by the Indemnifying Party’s services (including, in the case of DoorDash, the DoorDash Products, and in the case of Merchant, the Merchant Applications) or Marks.

8.2. Process. The Indemnified Party shall provide the Indemnifying Party with: (a) prompt notice of any claims, which in no event shall be later than thirty (30) calendar days after the Indemnified Party knew or reasonably should have known that the Indemnifying Party’s defense obligation had been triggered; and (b) reasonable assistance in connection with such defense and settlement of the claim, at the Indemnifying Party’s expense. The Indemnifying Party, if DoorDash, will have the right to assume sole control over defense and settlement of any claim. The Indemnified Party, if DoorDash, may participate in the defense and settlement at its own expense. 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. 

8.3. Exclusions. Notwithstanding Section 8.1(d) and for clarity: (a) the Indemnifying Party shall have no duty to defend any third-party allegations of intellectual property infringement or misappropriation (an “IP Claim”) arising out of or related to the conduct of persons or entities other than the Indemnifying Party or its Personnel; and (b) in the case of DoorDash, DoorDash shall have no duty to defend an IP Claim to the extent such IP Claim arises as a result of or in connection with Merchant Content or Feedback, or would not have occurred without Merchant’s use of a DoorDash Product in combination with a Merchant Application, or other Merchant-provided product, process, step, structure, data, or business method, in each case including with, through or in connection with a Third Party Platform, and/or Merchant’s unauthorized use or modification of a DoorDash Product. Notwithstanding Section 8.1(a), DoorDash shall have no duty to defend or indemnify Merchant for taxes, duties, and other governmental charges.

9. LIMITATION OF LIABILITY.

9.1. Direct Damages Only. Except with respect to amounts payable to third parties under Section 8, neither Party will be liable to the other for 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 damages were foreseeable. This limitation will apply to all claims under all theories of law and equity, except where prohibited by Law. 

9.2. Limitation. Except in the event of a Party’s gross negligence or willful misconduct and with respect to a Party’s indemnification obligations under this Agreement (collectively, the “LOL Exclusions”), and except where prohibited by law, the total liability of either Party to the other will not exceed $250,000.00. Except where prohibited by law, the total liability of either Party to the other for the LOL Exclusions will not exceed $1,000,000.00. For clarity, a Party’s payment obligations under this Agreement are uncapped.

9.3. Franchisees. For Merchants operating a franchise or similar structure, this limitation of liability applies to all Merchant Locations and all franchisees cumulatively and not individually.

10. CONFIDENTIALITY.

10.1. Precedence. The terms of this Section 10 supersede any non-disclosure or confidentiality agreement entered into by the Parties prior to the Effective Date.

10.2. Includes. Confidential Information includes information about the Discloser’s business, including product designs, product plans, software and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions, and know-how, to the extent disclosed to the Recipient hereunder, and all other information that the Recipient knew, or reasonably should have known, was Confidential Information of the Discloser. Confidential Information also includes the terms and conditions of this Agreement and the existence of the discussions between the Parties. Confidential Information includes trade secrets as defined under applicable law (which includes the Uniform Trade Secrets Act).

10.3. Does Not Include. Confidential Information does not include information that: (a) is independently developed; (b) is or becomes public knowledge through no breach of this Agreement; or (c) is received from a third party under circumstances that do not create a reasonable suspicion that such information has been misappropriated or improperly disclosed.

10.4. Recipient Obligations. The Recipient shall: (a) use Confidential Information only as necessary to perform its obligations and/or exercise its rights under this Agreement; (b) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions Recipient employs with respect to its own confidential materials); (c) not divulge any Confidential Information to any third party except as provided herein; and (d) not copy or reverse engineer any materials disclosed under this Agreement, or remove any proprietary markings from any Confidential Information. 

10.5. Recipient Personnel. The Discloser acknowledges that the Recipient’s Personnel may have access to the Discloser’s Confidential Information. Any such Recipient Personnel given access to any Confidential Information must have a legitimate “need to know,” and the Recipient shall remain responsible for Recipient Personnel’s compliance with the terms of this Agreement.

10.6. Disclosure of Confidential Information. If the Recipient is required by law, subpoena, court order, regulatory process, or otherwise to disclose any of the Discloser’s Confidential Information, the Recipient must, to the extent legally permissible and reasonably practicable, promptly notify the Discloser in writing to enable the Discloser to seek a protective order or other appropriate remedy before the Recipient discloses the Discloser's Confidential Information. At the Discloser’s written request and expense, the Recipient will provide reasonable cooperation in obtaining such protective measures. The Recipient will disclose only the portion of Confidential Information legally required and will use reasonable efforts to ensure it is treated as confidential.

11. DATA PRIVACY AND SECURITY.

11.1. Merchant agrees not to access, collect, store, retain, transfer, use, disclose, or otherwise process in any manner DoorDash Data, including without limitation Personal Information, except as required to perform under this Agreement and the applicable Product Addendum. Merchant hereby agrees that it will not “sell” or “share” (as these terms are defined under Data Protection Laws) any DoorDash Data. Merchant shall keep DoorDash Data secure from unauthorized access and maintain the accuracy and integrity of DoorDash Data in Merchant’s custody or control by using appropriate organizational, physical and technical safeguards. If Merchant becomes aware of any unauthorized access to DoorDash Data, Merchant will immediately notify DoorDash, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by DoorDash. Merchant agrees to implement and use security procedures, protocols or access credentials as reasonably requested by DoorDash and will be responsible for damages resulting from Merchant’s failure to comply. Merchant shall retain DoorDash Data for only so long as necessary to perform its obligations under this Agreement, unless otherwise required by applicable law. Merchant will not allow any third party to use any DoorDash Product and will be responsible for damages resulting from sharing Merchant’s login credentials with unauthorized third parties or otherwise permitting unauthorized access to Merchant’s account. DoorDash shall have the right to take commercially reasonable steps to ensure Merchant processes DoorDash Data in compliance with applicable laws and this Agreement, and DoorDash shall have the right to stop and remediate unauthorized use of DoorDash Data. Notwithstanding the foregoing, Merchant shall promptly notify DoorDash if it can no longer process DoorDash Data in compliance with applicable law or this Agreement. For purposes of clarity, DoorDash Data is the Confidential Information of DoorDash. If DoorDash provides de-identified DoorDash Data to Merchant, Merchant will only use the data in de-identified form and will not attempt to re-identify individuals whose data is contained within such de-identified DoorDash Data. Merchant agrees not to combine DoorDash Data with any other data, whether collected by Merchant from third parties or individuals. If Merchant discloses DoorDash Data to any of its processors, service providers, or other parties, it will enter into contracts with such parties that contain terms no less protective and/or restrictive than the terms set forth in this Agreement, including, without limitation, this Section 11. 

11.2. Any additional data privacy and security terms required in order to comply with Data Protection Laws applicable to the Parties’ arrangement in other countries may be set forth in the applicable Product Addendum. The Recipient will establish, maintain, and implement an information security program, including appropriate administrative, technical, organizational, and physical safeguards, that are designed to: (a) ensure the security and confidentiality of Personal Information provided by the Discloser; (b) protect against threats or hazards to the security or integrity of such Personal Information; (c) protect against unauthorized access to or use of such Personal Information; and (d) ensure the proper disposal or destruction of such Personal Information. If the Recipient becomes aware of any unauthorized access to or loss of Personal Information, it shall promptly report such incident to the Discloser and take appropriate remedial actions.

11.3. Merchant is responsible for maintaining the integrity of information related to the Merchant’s access and use of Merchant’s account and DoorDash’s products, services, and technology solutions, including any password or login information. Merchant represents and warrants that the Merchant will not share such information with any third party.

12. INSURANCE.

12.1. General. The insurance amounts indicated are minimum requirements and not limits of liability, and they are not to be construed as a Party’s consent to substitute its financial liability in excess of the amounts provided in Section 9. The policy limits stated below may be met in the form of primary and umbrella/excess coverage. Such insurance is primary and not contributory with the other Party’s insurance. 

12.2. Minimum Requirements. Each Party will maintain at its sole cost and expense: (a) worker's compensation with limits no less than the minimum amount required by applicable law, including occupational disease coverage; (b) commercial general liability insurance, including product liability, and excess liability endorsements of $1,000,000 per occurrence and $2,000,000 in aggregate; (c) cybersecurity insurance with limits of $1,000,000 per claim and in the aggregate; and (d) umbrella/excess liability insurance with limits of $2,000,000 per claim and in the aggregate, in excess of the required underlying commercial general liability insurance coverage. For Merchants with greater than $1,000,000 in annual sales across all DoorDash Products, the amount in item (c) will be $2,000,000, and the amount in item (d) will be $5,000,000.

12.3. Automobile Liability Insurance. DoorDash may maintain automobile liability insurance covering DoorDash and Dashers (regardless of whether the automobile driven by such Dashers are owned by DoorDash, Dashers or a third party) of $1,000,000.00 combined single limit each accident. DoorDash will require all Dashers driving automobiles to maintain current insurance in the amounts and types required by Law.

13. FRANCHISES.

13.1. Adding Franchisees. Merchant’s Eligible Franchisees, if any, may use DoorDash Products, provided that the individual franchisee enters into a Franchisee Sign-Up Sheet or similar agreement that includes the Franchisee Terms attached to this Agreement as Exhibit A (the “Franchisee Terms”). 

13.2. Program Changes. It is the responsibility of Merchant, not DoorDash, to inform Eligible Franchisees of changes to the Agreement and Merchant’s use of DoorDash Offerings and any amendments, modifications, addendums, rate cards, insertion orders, ads, or promotions agreed to or initiated by Merchant (collectively, “Program Changes”) that may affect Eligible Franchisees. Merchant shall indemnify, defend, and hold DoorDash harmless against any third-party suits, fees, costs, or expenses resulting from (i) claims of Eligible Franchisees arising out of or related to the validity of any Program Changes and their effects on Eligible Franchisees, and (ii) disputes between Merchant and past or present Eligible Franchisees relating to or arising from conduct of the Merchant. 

13.3. Responsibility of Franchisees. DoorDash acknowledges that Merchant is not responsible or liable for any Eligible Franchisee’s acts, omissions or performance, including an Eligible Franchisee’s payment obligations, under the Franchisee Agreement or other agreement between DoorDash and Eligible Franchisee.

14. GOVERNING LAW & DISPUTE RESOLUTION. PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH DOORDASH AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

14.1. Governing Law and Arbitration. 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. 

14.2. Scope of Arbitration Agreement. 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 IP). DoorDash and Merchant agree that, because both are business entities that mutually benefit from streamlined and confidential resolution, this Arbitration Agreement shall apply to all Disputes and shall be binding upon and enforceable by not only the parties, but also their affiliates, subsidiaries, and their respective owners, officers, directors, managers, employees, contractors, subcontractors, insurers, licensees, assignees, vendors, and suppliers (“Related Third Parties”) that arise out of or relate to this Agreement or the DoorDash Products. This Arbitration Agreement is expressly intended to inure to the benefit of, and be enforceable by, the Related Third Parties. 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.

14.3. Informal Resolution. Merchant 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 sixty (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 Merchant.Informal.Resolution@doordash.com, 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.

14.4. Arbitration Rules and Forum. 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. 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 19(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, DoorDash, Inc., at 303 2nd Street, South Tower, Suite 800, San Francisco, CA 94107. 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/ and pursuant to the terms of this Agreement. In the event of a conflict between the two, the provisions of this Arbitration Agreement shall supersede any and all conflicting arbitration administrator’s rules or procedures. 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. The fees that shall apply to arbitrations administered by ADR Services, Inc. are set forth on ADR Services, Inc.’s website, available as of September 10, 2025, at https://www.adrservices.com/rate-fee-schedule/. Payment of all filing, administration, and arbitration fees will be governed by ADR Services, Inc.’s General Fee Schedule and ADR Services, Inc.’s rules. However, if required by law, 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. 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. To the extent there is a dispute over which arbitration provider shall administer the arbitration, only a court (and not an arbitrator or arbitration administrator) can resolve that dispute, and the arbitration shall be stayed until the court resolves that dispute. The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by law. If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Arbitration Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically be stayed pending the outcome of that proceeding.

14.5. Arbitration Appeal. If the arbitration award includes any injunction or a monetary award that exceeds $100,000, then either party shall have the right to appeal that award to an arbitration appellate panel. The notice of appeal must be served, in writing, on the opposing party within fourteen (14) days after the award has become final. ADR Services shall administer the appeal consistent with the JAMS Optional Arbitration Appeal Procedures, available as of September 10, 2025, at https://www.jamsadr.com/appeal/.

14.6. 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, except with respect to the Waiver of Class or Consolidated Actions, the enforceability of which can only be determined by a court. 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 or arbitration administrator. The arbitration will decide the rights and liabilities, if any, of you and DoorDash. 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 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 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 subject to Section 13.5.

14.7. 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 all Disputes resolved by arbitration, except as specified in Section 13.2 above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

14.8. Waiver of Class or Consolidated Actions; Severability. 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 BASIS. CLAIMS OF MORE THAN ONE MERCHANT CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class, consolidated, and representative 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 14.1, after the conclusion of the arbitration of any arbitrable claims, and all other provisions of this Section 13 (Dispute Resolution) shall remain in force. The parties also waive the right to bring any claims for public injunctive relief. If, however, this waiver of public injunctive relief claims is deemed invalid or unenforceable with respect to a particular claim or dispute, then all such claims and disputes will then be resolved in arbitration. Notwithstanding any other provision in this Agreement, any claim that all or part of this Waiver of Class or Consolidated Actions is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. If any provision of this Section 13 is adjudged to be void or otherwise unenforceable, in whole or in part, the void or unenforceable provision shall be severed and such adjudication shall not affect the validity of the remainder of this Section 13. Nothing in this provision shall prevent you or DoorDash from participating in a class-wide, collective, or representative settlement of claims.

14.9. Opt Out. DoorDash’s updates to these Terms of Service do not provide a new opportunity to opt out of the Arbitration Agreement if you had previously agreed to a prior version of DoorDash’s Terms of Service and did not validly opt out of arbitration. DoorDash will continue to honor the valid opt outs of merchants who validly opted out of the Arbitration Agreement in a prior version of the Terms of Service. If you create a DoorDash account for the first time on or after September 10, 2025, you may opt out of this Arbitration Agreement. If you do so, neither you nor DoorDash can force the other to arbitrate as a result of this Agreement. To opt out, you must notify DoorDash in writing of your intention to opt out by sending a letter, by First Class Mail, to General Counsel, 2261 Market Street, Ste. 22628, San Francisco, CA 94114. Any attempt to opt out by email will be ineffective. To be effective, your opt-out notice must be postmarked by the later of 30 days after the Effective Date. Your notice must include your name and address, your DoorDash username (if any), the email address you used to set up your DoorDash account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. The letter may opt out, at most, only one merchant, and letters that purport to opt out multiple merchants will not be effective as to any. No merchant (or his or her agent or representative) may effectuate an opt out on behalf of other persons. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us. 

14.10. Survival. This Arbitration Agreement will survive any termination of your relationship with DoorDash.

14.11. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if DoorDash makes any future material change to this Arbitration Agreement, those changes will not apply to any individual claims of which you had already provided valid, timely notice to DoorDash.

15. MISCELLANEOUS.

15.1. Litigation Class Action Waiver. To the extent allowed by Law, separate and apart from the Arbitration Agreement found in Section 13, Merchant agrees that any proceeding to litigate in court any Dispute, whether because Merchant opted out of the Arbitration Agreement or any other reason, will be conducted solely on an individual basis, and Merchant 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 Merchant acts or proposes to act in a representative capacity (the “Litigation Class Action Waiver”). Merchant 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 the Litigation Class Action Waiver shall only be determined by a court of competent jurisdiction. If a court of competent jurisdiction determines that all or part of the Litigation Class Action 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 the Arbitration Agreement shall remain in full force and effect.

15.2. Relationship of the Parties. Notwithstanding any provision herein to the contrary, 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 partnership, 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. Except as expressly set forth in this Agreement, each Party is responsible for its own costs.

15.3. Regulatory Fees. If there is a Change in Law, DoorDash may pass through such fees and/or costs generated as a result of the Change in Law to Merchant in the affected jurisdiction(s) with fifteen (15) days’ written notice. Merchant may terminate this Agreement in part with respect to the affected jurisdiction by providing DoorDash with fifteen (15) days’ written notice from the date of DoorDash’s notice. Notwithstanding the foregoing, either Party may exercise its termination rights hereunder, either in whole or in part as it pertains to affected Merchant Locations or jurisdictions. 

15.4. Partner Code of Conduct. Merchant will comply with the version of the Partner Code of Conduct published as of the Effective Date at the following hyperlink: https://www.doordash.com/partner/code-of-conduct, or such other internal code of conduct in effect with Merchant, that Merchant affirms substantially conforms with the Partner Code of Conduct. DoorDash shall also comply with the Partner Code of Conduct.

15.5. Counterparts. This Agreement may be executed in one or more counterparts, each of which is deemed an original, and all of which together constitute one agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15.6. Entire Agreement. This Agreement represents the entire agreement between DoorDash and Merchant with respect to the subject matter hereof, and supersedes all prior agreements with respect to the subject matter hereof. The English language version of each document that is part of the Agreement, including these Terms of Service, will supersede any translation; translations are provided as a courtesy and will have no legal effect.

15.7. No Waiver. No amendment to, or waiver of, any provision of the Terms of Service will be effective unless in writing and signed by both Parties. The waiver by any Party of any breach or default will not constitute a waiver of any different or subsequent breach or default. 

15.8. Assignment. 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 void; provided that either Party may assign this Agreement without such consent, to an Affiliate, or in connection with any merger, consolidation, sale of all or substantially all of the assigning Party’s assets, or any other similar transaction. Subject to the foregoing in this Section 14.8, this Agreement will be binding upon, and inure to the benefit of, the permitted successors and assigns of each Party. This Agreement will not confer any rights or remedies upon any person other than the Parties, their respective successors, and permitted assigns. 

15.9. Enforcement. 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.

15.10. Notices. Legal notices to DoorDash shall be sent to legal@doordash.com. Legal notices to Merchant shall be sent to the physical or email address provided in the Sign-Up Sheet, the email address associated with Merchant’s account, or an ‘Admin’ or similar email address provided in Merchant Portal. For the avoidance of doubt, notice sent by email will be considered written notice.

15.11. Use Only Where Legally Allowed. Merchant shall not access or use the DoorDash Products or any portion of the DoorDash Products if it is not legally allowed to do so where it is located.

15.12. Third-Party Add-On Features. From time to time, DoorDash may make available third-party add-on features (“Third-Party Add-On Features”) for use with the DoorDash Products. Third-Party Add-On Features are not included within the definition of DoorDash Products under this Agreement. DOORDASH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIRD-PARTY ADD-ON FEATURES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY OR RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DoorDash also makes no representations or warranties regarding availability of any Third-Party Add-On Feature. Third-Party Add-On Features may be discontinued by DoorDash and/or the third-party provider at any time, with or without cause.

15.13. Communications from DoorDash. Merchant agrees to receive communications from DoorDash, its affiliates, and Dashers, including via email, text message, calls, and push notifications to the mobile telephone number Merchant provides to DoorDash. Merchant also agrees that it may receive communications generated by automatic telephone dialing systems which may deliver pre-recorded messages. Merchant acknowledges that it can opt out of promotional SMS at any time by texting “STOP.” Message and data rates may apply.

15.14. Copyright Infringement. If you believe that your work has been copied and posted on the DoorDash Products in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the DoorDash Products of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for DoorDash’s Copyright Agent for notice of claims of copyright infringement is as follows: General Counsel, DoorDash, Inc., 303 2nd St, Suite 800, San Francisco, CA 94107.

15.15. Updates. Any webpage or other online content referred to by URL in this Agreement also refers to future updated versions, and if a URL becomes inactive or changes, the new URL applies instead of the prior, incorrect or superseded URL, provided that DoorDash will provide notice of material changes to the Alcohol Addendum and the Product Addendums.

16. ADDITIONAL TERMS.

16.1. Fees. DoorDash shall be entitled to deduct from its payments into Merchant’s account with the Payment Processor DoorDash’s Fees, Commission, marketing fees (for identifiable orders), activation fees, subscription fees, and any other fees which DoorDash may notify you regarding with at least fifteen (15) days’ advance written notice.

16.2. Third Party Fees. To the extent that a Third Party Platform or other third party provider provides services to Merchant via the DoorDash Products on basis of an agreement between such third party provider and Merchant (for example, a middleware provider) and such third party provider charges fees to DoorDash, DoorDash may pass through such third party provider’s fees to Merchant.

16.3. Benefit Programs. Merchant may qualify for special pricing and product benefits, such as commission rebates, described at https://help.doordash.com/legal/document?type=mx-supplemental-terms&region=US&locale=en-US.

17. DEFINITIONS. Note that certain terms may not appear in these Terms of Service but may appear in the Sign-Up Sheet, Rate Card, or a Product Addendum.

“Change in Law” means a material change in (or change in enforcement thereof) Law, labor standard or unionization pertaining to independent contractors and/or the delivery of goods.

“Commission” means the fee DoorDash charges Merchant for an Order. Commission is calculated by multiplying (i) the applicable Commission Rate by (ii) the pre-tax subtotal for the Merchant Products ordered by the Customer. For clarity, the subtotal used in this calculation excludes all applicable taxes, governmental fees, and surcharges (such as local bottle deposit fees), and is adjusted to reflect any Merchant-funded promotional discounts. Promotional discounts funded by DoorDash or any other third party do not reduce the subtotal used to calculate Commission.

“Commission Rate” means the percentage, indicated in the Rate Card for the applicable DoorDash Product, that shall be used to calculate the Commission.

“Confidential Information” means all confidential, proprietary, or nonpublic information provided by the Discloser to the Recipient that a reasonable industry participant would deem to be confidential, as further described in Section 10.

“Customer” means “DoorDash Customer” and “Merchant Customer” collectively or individually, as the context requires.

“Dasher” means a (i) third-party service provider, or (ii) technology, including autonomous vehicles, that performs the applicable services.

“DashPass” means the DoorDash program pursuant to which DoorDash Customers receive $0 or reduced delivery fees and reduced service fees on qualifying Orders. 

“DashPass Order” means an Order placed by a Customer subscribed to the DashPass program or an Order that qualifies for DashPass benefits.

“Data Protection Laws” means all applicable international, regional, provincial, country, national, federal, state, and/or local laws, codes, and regulations pertaining to the processing (e.g., collection, disclosure, use, storage, transfer, etc.) and security of Personal Information, as may be amended, supplemented, and/or superseded from time to time. 

“Delivery Order” means an order in connection with a DoorDash Product that is delivered by a Dasher.

“Discloser” means the Party disclosing Confidential Information.

“Dispute” means any dispute, claim or controversy arising out of, relating to, or in connection with this Agreement, including the breach, termination, enforcement, interpretation or validity thereof (as well as the determination of the formation, scope, or applicability of the arbitration agreement in Section 13) or the relationship between the Parties, their affiliates and subsidiaries, and each of their respective owners, directors, managers, and personnel.

“DoorDash Customer” means the end user accessing a DoorDash Product to place an Order.

“DoorDash Data” means any information that DoorDash provides or makes accessible to Merchant, including Personal Information from or about, among others, Dashers and DoorDash Customers.

“DoorDash IP” includes all patents, patent applications, inventions, copyrights, trade secrets, Marks, ideas, images (including descriptions of such images), domain names, and any and all other works and materials owned or purported to be owned by DoorDash (including all intellectual property rights therein and thereto), and similar rights owned by DoorDash that are embodied in the DoorDash Products or any other DoorDash technology or platform, and including any rights DoorDash may have in Additional Content.

“DoorDash Products” means the DoorDash technology and services that Merchant accesses or DoorDash provides, as defined in the applicable Product Addendum. References to the “DoorDash Products” include the DoorDash Product Documentation.

“DoorDash Product Documentation” means documentation, specifications, and other materials (whether written or electronic) that describe the operation or function of a DoorDash Product. 

“Effective Date” means the earlier of (i) the effective date of Merchant’s Sign-Up Sheet, and (ii) the date when Merchant began using a DoorDash Product.

“Eligible Franchisee” means a franchisee or licensee of Merchant that has signed or accepted the Franchisee Terms.

“Fee” means the fee and/or Commission for the applicable DoorDash Product, plus all tips paid by Customer, and may include separate fees for different Order types, if applicable.

“Feedback” means any comments, suggestions, or ideas for improvement regarding the DoorDash Products or the DoorDash Product Documentation, or Merchant’s evaluation and use thereof.

“including” means “including without limitation”.

“Indemnified Party” means the Party entitled to or seeking indemnification, pursuant to the terms of this Agreement, and its affiliates, respective officers, directors, shareholders, Personnel, successors, and permitted assigns.

“Indemnifying Party” means the Party indemnifying the other Party pursuant to the terms of this Agreement. 

“Law” means all laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees, or orders of any governmental authority applicable to the referenced Party.

“Licensee” means the Party receiving the license described in Section 5.

“Licensor” means the Party granting the license described in Section 5. As it pertains to DoorDash, an Affiliate of DoorDash may be considered a “Licensor” hereunder. 

“Losses” means the resulting judgments, fines, settlements, court costs, and attorneys’ fees that are incurred by the Indemnified Party, in each case finally awarded by a court of competent jurisdiction.

“Marks” means the corporate names, trade names, trademarks, service marks, and logos (including third-party marks) to which the Licensor has rights and uses in its business. This includes “DOORDASH”, “DASHER” , “DASHMART”, “”, and “” marks, as well as any successor marks or designations.

“Merchant Application” means the software and/or system(s) that are used by Merchant (if any) to provide digital order solutions and services to Customers generally, including Merchant’s website.

“Merchant Content” includes, without limitation, menus, photographs (either provided by Merchant or on Merchant’s website or mobile application), videos, business information and Merchant Product descriptions (either provided by Merchant or on Merchant’s website or mobile application), trademarks, logos, Merchant name, location, URL, phone number, and other materials provided by Merchant to DoorDash, including, via a Third Party Platform.

“Merchant Customer” means the Customer accessing the Merchant Application(s) to place an Order.

“Merchant Location” is defined in Section 1.

“Merchant Portal” means the portal and online tools made available by DoorDash to Merchant which provides Merchant with Order sales information and other functionality in connection with Merchant’s relationship with DoorDash. For purposes of the Agreement, the Merchant Portal is a DoorDash Product. 

“Merchant Product” means the products (e.g., food, beverages, groceries, retail items, etc.) prepared, distributed, or sold by Merchant. 

“Personnel” means a Party’s employees, agents, contractors, or subcontractors.

“Order” means Delivery Orders and Pick Up Orders collectively.

“Order Equipment” means any equipment reasonably required by DoorDash for Merchant to receive, process and accept Orders (including a tablet or other technology capable of receiving Orders).

“Party” means DoorDash or Merchant, as the context requires.

“Personal Information” includes similar terms such as “personal data” and “personally identifiable “information” and, unless defined under Data Protection Laws in which case such definition shall apply and control, means any information that is linked or reasonably linkable to an identified or identifiable individual. 

“Pickup Order” means an order in connection with a DoorDash Product that the Customer picks up at the Merchant Location, instead of being delivered by a Dasher. 

“Product Addendum” means an addendum to this Agreement that describes the DoorDash Product that Merchant accesses pursuant to the terms herein.

“Rate Card” means the schedule that details the rates and fees that Merchant shall pay for the DoorDash Product(s) that Merchant opts into and/or uses.

“Recipient” means the Party receiving Confidential Information.

“Sales Tax” means any sales tax, use tax, transaction privilege tax, service tax, value-added tax, excise tax, consumption tax, harmonized sales tax, provincial sales tax, Quebec sales tax, goods and services tax, gross receipts tax, food and beverage tax, and similar transaction taxes.

“Scheduled Order” means an Order that the Customer or Merchant indicates should be delivered at some point in the future.

“Term” means the period from the Effective Date until the date of termination. 

“Third Party Platform” means a third-party technology, such as a middleware technology platform, other than the DoorDash Products and Merchant Applications, that enables Merchant to access or use DoorDash’s products or services, including without limitation by requesting delivery fulfillment and/or providing information necessary to enable such delivery fulfillment.

“Unattended Order” means an Order that the Dasher leaves at the Customer’s front door or similar location.

“Weblink” means a link from Merchant’s website through an “order now” button that directs traffic to the Merchant Location online ordering page on a DoorDash Product.

EXHIBIT A - FRANCHISEE TERMS

These Franchisee Terms (these “Franchisee Terms”) govern the relationship between DoorDash and Eligible Franchisee. By signing or accepting a Franchisee Sign-Up Sheet, Eligible Franchisee agrees to these Franchisee Terms. In these Franchisee Terms, Merchant will be referred to as “Franchisor,” and DoorDash and Eligible Franchisee will each be referred to as a “Party” and together as the “Parties.” Any capitalized terms not defined or modified below will have the meanings given to them in the Agreement.

1. FRANCHISOR’S AGREEMENTS WITH DOORDASH. Subject to the terms of these Franchisee Terms, Eligible Franchisee agrees to be bound by the Agreement between Franchisor and DoorDash, including the Sign-Up Sheet and any amendments, modifications, addendums, rate cards, insertion orders, ads, or promotions, agreed to by Franchisor and DoorDash from time to time.
2. TERMS OF SERVICE. Except for Sections 6.1 (Term), 6.2 (Termination), and 13 (Franchises), the Terms of Service apply to Eligible Franchisee as if each reference to Merchant were a reference to Eligible Franchisee and each reference to Merchant Locations were a reference to restaurants, stores, warehouses, or other locations owned or operated by Eligible Franchisee or its affiliates (“Franchisee Locations”). Eligible Franchisee acknowledges and agrees that the limits set forth in the Limitation of Liability provision in the Terms of Service apply to Franchisor and all franchisees in the aggregate.
3. TERM. These Franchisee Terms will expire upon the earlier of: (a) the expiration or termination of the Agreement; or (b) the date these Franchisee Terms are terminated pursuant to Section 4 below.
4. TERMINATION. These Franchisee Terms will terminate automatically if (i) DoorDash is informed by Franchisor or Eligible Franchisee that Eligible Franchisee is no longer a franchisee or no longer has the right to use Franchisor’s brand; or (ii) either DoorDash or Franchisor terminate the Agreement pursuant to the Terms of Service. Either Party may terminate these Franchisee Terms for convenience upon seven (7) days’ prior notice to the other Party for any reason in its sole discretion. After the termination of these Franchisee Terms, Eligible Franchisee will have no rights under the Agreement and will no longer have the right to use DoorDash Products. However, nothing in these Franchisee Terms or the Agreement is intended to prevent DoorDash and Eligible Franchisee from entering into a new agreement following the termination.
5. MERCHANT OF RECORD. Eligible Franchisee is solely responsible and liable to DoorDash to pay all Fees, payments, charges, and taxes associated with DoorDash Products, in addition to complying with Eligible Franchisee’s other obligations under the Agreement and these Franchisee Terms. Franchisee will be DoorDash’s merchant of record for customer sales completed through DoorDash Products. The Parties acknowledge and agree that any breach of these Franchisee Terms or the Agreement by Eligible Franchisee will not be considered a breach by Franchisor of the Agreement.
6. PAYMENTS; PAYMENT PROCESSING. Payment and payment processing terms are set forth in the Agreement. If Eligible Franchisee uses any DoorDash Product where Eligible Franchisee will be paid via DoorDash’s third-party payment processor, then Eligible Franchisee will be required to provide additional information to enable account creation.
7. RESPONSIBILITY TO INFORM. Eligible Franchisee agrees that it is the responsibility of Franchisor, not DoorDash, to inform Eligible Franchisee of changes to the Agreement and its decisions about DoorDash Products and other offerings that may affect Eligible Franchisee.
8. FRANCHISEE REPRESENTATIONS. Eligible Franchisee represents and warrants that it has from Franchisor all rights and licenses necessary to sell Merchant Products, use Franchisor’s brand, and perform its obligations under these Franchisee Terms.
9. CHANGE OF CONTROL. In the event there is a change or transfer in ownership of a Franchisee Location, Eligible Franchisee agrees that Eligible Franchisee will (i) notify DoorDash thirty (30) days prior to such change or transfer of ownership, and (ii) provide DoorDash with all relevant details related to the change or transfer of ownership, including the new owner’s contact information, the date of the change or transfer of ownership, the relevant terms of the change or transfer of ownership. and the existing amounts owed to DoorDash related to the affected Franchisee Locations. In order for DoorDash to provide services to any new owner of a Franchisee Location, all amounts owed to DoorDash must be fully paid. DoorDash may elect, in its sole discretion, to perform a credit review on a new owner before providing services to such new owner.
10. MISCELLANEOUS. Nothing in these Franchisee Terms will be construed to authorize Eligible Franchisee to amend, modify, or adjust the Agreement between DoorDash and Franchisor. These Franchisee Terms, including the Agreement along with the Franchisee Sign-Up Sheet, sets forth the entire agreement between DoorDash and Eligible Franchisee with respect to the subject matter hereof and supersedes and replaces any prior agreements between DoorDash and Eligible Franchisee for the Franchisee Locations. These Franchisee Terms will take precedence if they conflict with the Terms of Service.