INDEPENDENT CONTRACTOR AGREEMENT (Canada)
(This Agreement is for use only for contractors providing services in Canada)
This Agreement (“Agreement”) is made and entered into by and between you, the undersigned contractor (“CONTRACTOR”), an independent contractor engaged in the business of performing the delivery services contemplated by this Agreement, and DoorDash Technologies Canada Inc. (“DOORDASH” or “COMPANY”). This Agreement will become effective on the date it is accepted (whether digitally or otherwise).
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE CLASS ACTION WAIVER PROVISION IN SECTION XI, AS IT REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW. BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION XI, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF SIGNING THIS AGREEMENT.
DOORDASH is a company that provides an online marketplace connection using web-based technology that connects contractors, restaurants and/or other businesses, and consumers (“DOORDASH platform” or “platform”). DOORDASH’s software permits registered users to place orders for food and/or other goods from various restaurants and businesses. Once such orders are made, DOORDASH software notifies contractors that a delivery opportunity is available and the DOORDASH software facilitates completion of the delivery. DOORDASH is not a restaurant, food delivery service, or food preparation business.
CONTRACTOR is an independent provider of delivery services, authorized to conduct the delivery services contemplated by this Agreement in the geographic location(s) in which CONTRACTOR operates. CONTRACTOR possesses all equipment and personnel necessary to perform the delivery services contemplated by this Agreement in accordance with applicable laws. CONTRACTOR desires to enter into this Agreement for the right to receive delivery opportunities made available through DOORDASH’S platform. CONTRACTOR understands and expressly agrees that he/she is not an employee of DOORDASH or any restaurant, other business or consumer and that he/she is providing delivery services on behalf of him/herself and his/her business, not on behalf of DOORDASH. CONTRACTOR understands (i) he/she is free to select those times he/she wishes to be available on the platform to receive delivery opportunities; (ii) he/she is free to accept or reject the opportunities transmitted through the DOORDASH platform by consumers, and can make such decisions to maximize his/her opportunity to profit; and (iii) he/she has the sole right to control the manner in which deliveries are performed and the means by which those deliveries are completed.
In consideration of the above, as well as the mutual promises described herein, DOORDASH and CONTRACTOR (collectively “the parties”) agree as follows:
I. PURPOSE OF THE AGREEMENT
1. This Agreement governs the relationship between DOORDASH and CONTRACTOR, and establishes the parties’ respective rights and obligations. In exchange for the promises contained in this Agreement, CONTRACTOR shall have the right and obligation to perform the “Contracted Services” as defined herein. However, nothing in this Agreement requires CONTRACTOR to perform any particular volume of Contracted Services during the term of this Agreement or at all, and nothing in this Agreement shall guarantee CONTRACTOR any particular volume of business for any particular time period.
2. CONTRACTOR shall have no obligation to accept or perform any particular “Delivery Opportunity” (as that term is defined herein) offered by DOORDASH. However, once a Delivery Opportunity is accepted, CONTRACTOR shall be contractually bound to complete the Contracted Services in accordance with all consumer specifications and the terms laid out in this Agreement.
II. CONTRACTOR’S OPERATIONS
1. CONTRACTOR represents that he/she is an independent contractor and operates an independently established enterprise that provides delivery services, and that he/she satisfies all legal requirements necessary to perform the services contemplated by this Agreement. CONTRACTOR is running CONTRACTOR’s own business and assuming all risks of profit or loss in relation to Contracted Services. As an independent contractor/enterprise, CONTRACTOR shall be solely responsible for all aspects of CONTRACTOR’s business, including determining how to structure and operate his/her business and how to perform the Contracted Services.
2. CONTRACTOR agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. DOORDASH shall have no right to, and shall not, control the manner, method or means CONTRACTOR uses to perform the Contracted Services, or any other aspect of CONTRACTOR’s business. Instead, CONTRACTOR shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including determining the manner of pickup, delivery, and route selection.
3. The relationship between the parties is non-exclusive. As an independent business enterprise, CONTRACTOR retains the right to perform services (whether delivery services or other services) for others and to hold him/herself out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with others and nothing in this Agreement shall prevent CONTRACTOR or DOORDASH from doing business with others. DOORDASH does not have the right to restrict CONTRACTOR from performing services for other businesses, customers or consumers at any time, even if such business directly competes with DOORDASH, and even during the time CONTRACTOR is logged into the DOORDASH platform.
4. CONTRACTOR is not required to endorse, purchase, lease, or rent any products, equipment or services from DOORDASH as a condition of doing business with DOORDASH or entering into this Agreement.
5. CONTRACTOR agrees to immediately notify DOORDASH in writing at www.doordash.com/help/ if CONTRACTOR’s right to control the manner or method he/she uses to perform services differs from the terms contemplated in this Section.
III. CONTRACTED SERVICES
1. From time to time, the DOORDASH platform will notify CONTRACTOR of the opportunity to complete deliveries from restaurants or other businesses to consumers in accordance with orders placed by consumers through the DOORDASH platform (each of these is referred to as a “Delivery Opportunity”). For each Delivery Opportunity accepted by CONTRACTOR (“Contracted Service”), CONTRACTOR agrees to place the orders at the restaurants or other businesses (as necessary), retrieve the orders from restaurants or other businesses, ensure the orders were accurately filled, and deliver the orders to consumers in a safe and timely fashion. CONTRACTOR understands and agrees that the parameters of each Contracted Service are established by the consumer, not DOORDASH, and represent the end result desired, not the means by which CONTRACTOR is to accomplish the result. CONTRACTOR has the right to cancel, from time to time, a Contracted Service when, in the exercise of CONTRACTOR’s reasonable discretion and business judgment, it is appropriate to do so. Should CONTRACTOR unreasonably exercise or abuse this right, as measured by the permissible cancellation rate found here (http://doordash.squarespace.com/local-markets) as of the date this Agreement becomes effective, DOORDASH shall have the right to terminate this Agreement and/or deactivate CONTRACTOR’s account.
2. CONTRACTOR acknowledges that DOORDASH has complete discretion as to which, if any, Delivery Opportunity to offer, just as CONTRACTOR has the complete discretion whether and to what extent to accept any Delivery Opportunity.
3. CONTRACTOR authorizes DOORDASH, during the course of a Contracted Service, to communicate with CONTRACTOR, consumer, and/or restaurant or other business to assist CONTRACTOR, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall DOORDASH be authorized to control the manner or means by which CONTRACTOR performs delivery services in satisfaction of the Contracted Services.
4. CONTRACTOR may use whatever payment method he/she chooses to purchase items to be delivered to consumers, including, but not limited to CONTRACTOR’s personal credit or debit card, cash or a prepaid card. CONTRACTOR may use, for CONTRACTOR’s convenience, the prepaid card solely for purchasing items to be delivered to consumers. If CONTRACTOR chooses to use his/her personal credit or debit card or cash, CONTRACTOR shall invoice DOORDASH on a weekly basis and shall include proof of payment, such as a receipt, and DOORDASH agrees to pay all invoices within 10 days of receipt.
5. In the event CONTRACTOR fails to fully perform any Contracted Service (a “Service Failure”) due to CONTRACTOR’s action or omission, CONTRACTOR shall not be entitled to all or part of the agreed upon fee for that Contracted Service. If CONTRACTOR disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the “Payment Disputes” provision below.
6. CONTRACTOR agrees to immediately notify DOORDASH in writing at www.doordash.com/help/ if CONTRACTOR’s services or scope of work differ in any way from what is contemplated in this Section.
IV. RELATIONSHIP OF PARTIES
1. The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent contractor in all respects, and not that of employer and employee or any other relationship. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
2. DOORDASH shall not have the right to, and shall not, control the manner or the method of accomplishing Contracted Services to be performed by CONTRACTOR. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in DOORDASH have been inserted solely for the safety of consumers and other CONTRACTORS using the DOORDASH platform or to achieve compliance with federal, provincial, or local laws, regulations, and interpretations thereof.
3. CONTRACTOR agrees to report all payments made by DOORDASH to CONTRACTOR to the appropriate federal, provincial and local taxing authorities. In addition, and where applicable at law, CONTRACTOR further understands and agrees to remit (if required) any and all payments to the appropriate federal, provincial and local taxing authorities.
V. PAYMENT FOR SERVICES
1. Unless notified otherwise by DOORDASH in writing or except as provided herein, CONTRACTOR will receive payment per accurate Contracted Service completed in the amount listed in the payment schedule for the relevant market, which you can view here (https://doordash.squarespace.com/payment-details/), plus any applicable HST or other tax. From time to time, DOORDASH may offer opportunities for CONTRACTOR to earn more money for performing Contracted Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay, and CONTRACTOR is free to accept or deny any such opportunities to earn different rates of pay.
2. DOORDASH’s online credit card software may permit consumers to add a gratuity to be paid to CONTRACTOR, and consumers can also pay a gratuity to CONTRACTOR in cash. CONTRACTOR shall retain 100% of any gratuity paid by the consumer, whether by cash or credit card. DOORDASH acknowledges it has no right to determine or interfere with the amount of gratuity given by the consumer to the CONTRACTOR. Any gratuity is the property of the CONTRACTOR.
3. DOORDASH will process payments made by consumers and transmit to CONTRACTOR via direct deposit on a weekly basis unless it notifies CONTRACTOR otherwise in writing.
4. Notwithstanding the terms of Section V(1) – (3), fulfillment orders placed directly with merchants rather than through the App or doordash.com ("Fulfillment Orders") may be subject to a different payment model. The current pay schedules offered for Fulfillment Orders in the relevant markets are reflected here (https://doordash.squarespace.com/doordash-drive). Nothing prevents the parties from negotiating a different rate of pay for a Fulfillment Order, and the CONTRACTOR is free to accept or reject Fulfillment Order opportunities. As with all Delivery Opportunities, CONTRACTOR shall retain 100% of any gratuity paid by the consumer for a Fulfillment Order. DoorDash’s software may not always include an option to add gratuity for Fulfillment Orders; however, consumers can pay a gratuity to CONTRACTOR in cash.
5. From time to time, DOORDASH may offer various Dasher promotions or referral programs. CONTRACTOR agrees that he or she will not manipulate or abuse the referral programs or Dasher promotions by, among other things: (a) tampering with the location feature on his or her mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or (c) creating multiple Dasher or consumer accounts. CONTRACTOR understands that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to deactivation of his or her account.
VI. PAYMENT DISPUTES
1. CONTRACTOR’s Failure: In the event there is a Service Failure, CONTRACTOR shall not be entitled to payment as described above (as determined in DoorDash’s reasonable discretion). Any withholding of payment shall be based upon proof provided by the consumer, restaurant or other business, CONTRACTOR, and any other party with information relevant to the dispute. DOORDASH shall make the initial determination as to whether a Service Failure was the result of CONTRACTOR’s action/omission. CONTRACTOR shall have the right to challenge DOORDASH’s determination through any legal means contemplated by this Agreement; however, CONTRACTOR shall notify DOORDASH in writing at www.doordash.com/help/ of the challenge and provide DOORDASH the opportunity to resolve the dispute. CONTRACTOR should include any documents or other information in support of his/her challenge.
2. DOORDASH’s Failure: In the event DOORDASH fails to remit payment in a timely or accurate manner, CONTRACTOR shall have the right to seek proper payment by any legal means contemplated by this Agreement and, should CONTRACTOR prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment, provided, however, CONTRACTOR shall first inform DOORDASH in writing at www.doordash.com/help/ of the failure and provide a reasonable opportunity to cure it.
VII. EQUIPMENT AND EXPENSES
1. CONTRACTOR represents that he/she has or can lawfully acquire all equipment, including vehicles and food hot bags (“Equipment”) necessary for performing contracted services, and CONTRACTOR is solely responsible for ensuring that the vehicle used conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability.
2. CONTRACTOR agrees that he/she is responsible for all costs and expenses arising from CONTRACTOR’s performance of Contracted Services, including, but not limited to, costs related to CONTRACTOR’s Personnel (defined below) and Equipment. Except as otherwise required by law, CONTRACTOR assumes all risk of damage or loss to its Equipment.
1. In order to perform any Contracted Services, CONTRACTOR must, for the safety of consumers on the DOORDASH platform, pass a background check administered by a third-party vendor, subject to CONTRACTOR’s lawful consent. CONTRACTOR is not required to perform any Contracted Services personally, but may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage others (as employees or subcontractors of CONTRACTOR) to perform all or some of the Contracted Services, provided any such employees or subcontractors meet all the requirements applicable to CONTRACTOR including, but not limited to, the background check requirements that CONTRACTOR must meet in order to perform Contracted Services. To the extent CONTRACTOR furnishes his/her own employees or subcontractors (collectively “Personnel”), CONTRACTOR shall be solely responsible for the direction and control of the Personnel it uses to perform all Contracted Services.
2. CONTRACTOR assumes full and sole responsibility for the payment of all amounts due to his/her Personnel for work performed in relation to this Agreement, including all wages, termination pay, severance pay, compensation in lieu of notice, vacation pay, holiday pay, overtime pay, benefits and expenses, if any, and for all required provincial and federal withholdings, deductions, premiums and amounts owing, including employer health tax, provincial health insurance premiums and all amounts owing under the Income Tax Act (Canada), any applicable provincial income tax legislation, the Employment Insurance Act (Canada), and the Canada Pension Plan Act, any applicable provincial pension plan legislation and applicable workers’ compensation legislation and any penalties and interest relating thereto as to CONTRACTOR and CONTRACTOR’s Personnel (collectively “Statutory Obligations”). Neither CONTRACTOR nor his/her Personnel shall receive any wages, including vacation pay or holiday pay, or any other payment from DOORDASH other than the fees and gratuities payable to CONTRACTOR hereunder, nor shall they participate in or receive any other benefits under a benefit plan or otherwise, if any, available to DOORDASH’s employees.
3. Unless mandated by law, DOORDASH shall have no authority to withhold provincial or federal income taxes, withholdings, deductions, premiums, or any other local, provincial or federal tax on behalf of CONTRACTOR or his/her Personnel.
4. CONTRACTOR and his/her Personnel shall not be required to affix any signage to any of CONTRACTOR’s Equipment or to wear a uniform or other clothing of any type bearing DOORDASH’s name or logo.
5. If CONTRACTOR uses the services of any Personnel to perform the Contracted Services, CONTRACTOR’s Personnel must satisfy and comply with all of the terms of this Agreement, which CONTRACTOR must make enforceable by written agreement between CONTRACTOR and such Personnel. A copy of such written agreement must be provided to DOORDASH at least 7 days in advance of such Personnel performing the Contracted Services. The parties acknowledge that the sole purpose of this requirement is to ensure CONTRACTOR’s compliance with the terms of this Agreement.
1. CONTRACTOR agrees, as a condition of doing business with DOORDASH, that during the term of this Agreement, CONTRACTOR will maintain current insurance, including workers’ compensation insurance, as in amounts and of types required by law to provide the Contracted Services, at his/her own expense. CONTRACTOR acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of CONTRACTOR’s right to receive Delivery Opportunities.
2. NOTIFICATION OF COVERAGE: CONTRACTOR agrees to deliver to DOORDASH, upon request, current certificates of insurance as proof of coverage. CONTRACTOR agrees to provide updated certificates each time CONTRACTOR purchases, renews, or alters CONTRACTOR’s insurance coverage. CONTRACTOR agrees to give DOORDASH at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by this Agreement.
3. WORKERS’ COMPENSATION/OCCUPATIONAL ACCIDENT INSURANCE: CONTRACTOR agrees that CONTRACTOR will not be eligible for workers’ compensation benefits through DOORDASH, and instead, will be responsible for providing CONTRACTOR’s own workers’ compensation insurance or occupational accident insurance, if permitted by law.
1. DOORDASH agrees to indemnify, protect and hold harmless CONTRACTOR from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from DOORDASH’s actions, including arranging and offering the Contracted Services to CONTRACTOR.
2. CONTRACTOR agrees to indemnify, protect and hold harmless DOORDASH, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of CONTRACTOR and/or his/her Personnel arising from the performance of delivery services under this Agreement, including personal injury or death to any person (including to CONTRACTOR and/or its Personnel), as well as any liability arising from CONTRACTOR’s failure to comply with the terms of this Agreement. CONTRACTOR’s obligations hereunder shall include the cost of defense, including attorneys’ fees, as well as the payment of any final judgment rendered against or settlement agreed upon by DOORDASH or its parent, subsidiary and/or affiliated companies.
3. CONTRACTOR agrees to indemnify, protect and hold harmless DOORDASH, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities, statutory obligations, and responsibilities for payment of all federal, provincial, and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under federal, provincial, and local laws, with respect to CONTRACTOR and CONTRACTOR’s Personnel.
4. CONTRACTOR shall be responsible for, indemnify and hold harmless DOORDASH, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of CONTRACTOR’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, provincial or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
5. CONTRACTOR warrants and represents that CONTRACTOR and CONTRACTOR’s Personnel are not and will not be entitled to and will not pursue any claim, litigation or complaint whatsoever against DOORDASH for any wages, termination pay, severance pay, compensation in lieu of notice, vacation pay, holiday pay, overtime pay, damages or any other right, benefit or entitlement available to an employee, dependent contractor or to any individual with a status other than that of independent contractor under statute, at common law, at equity or otherwise (collectively “Claims”). Should CONTRACTOR or any of CONTRACTOR’s Personnel pursue any such Claims against DOORDASH, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, then CONTRACTOR will pay to DOORDASH all damages flowing from the breach of CONTRACTOR’s warranty and representation in this regard, and will also indemnify, protect and hold harmless DOORDASH from the breach of CONTRACTOR’s warranty and representation and from all damages, lawsuits, fines, penalties, interest, judgments, orders, legal costs, expenses or payments whatsoever arising from or related to any Claims, including but not limited to any income tax or other tax, HST, and Statutory Obligations.
6. CONTRACTOR’s obligations hereunder with respect to its indemnities shall include the cost of defence, including lawyers’ fees, as well as the payment of any final judgment rendered against or settlement agreed upon by DOORDASH, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees.
XI. CLASS ACTION WAIVER
1. CONTRACTOR and DOORDASH mutually agree that by entering into this agreement, both waive their right to have any dispute or claim brought, heard, or to participate in, a class action, collective action and/or representative action (“Class Action Waiver”). In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction. CONTRACTOR agrees and acknowledges that entering into this Class Action Waiver agreement does not change CONTRACTOR’s status as an independent contractor in fact and in law, and that CONTRACTOR is not an employee or dependent contractor of DOORDASH.
8. CONTRACTOR’s Right to Opt Out of Class Action Waiver. The class action waiver is not a mandatory condition of CONTRACTOR’s contractual relationship with DOORDASH, and therefore CONTRACTOR may submit a statement notifying DOORDASH that CONTRACTOR wishes to opt out and not be subject to this CLASS ACTION WAIVER PROVISION. In order to opt out, CONTRACTOR must notify DOORDASH of CONTRACTOR’s intention to opt out by sending an email to email@example.com stating CONTRACTOR's intention to opt out of this CLASS ACTION WAIVER PROVISION. In order to be effective, CONTRACTOR’s opt out notice must be provided within 30 days of the effective date of this Agreement. If CONTRACTOR opts out as provided in this paragraph, CONTRACTOR will not be subject to any adverse action from DOORDASH as a consequence of that decision and he/she may pursue available legal remedies without regard to this Class Action Waiver Provision. If CONTRACTOR does not opt out within 30 days of the effective date of this Agreement, CONTRACTOR shall be deemed to have agreed to this Class Action Waiver Provision. CONTRACTOR has the right to consult with counsel of CONTRACTOR’s choice concerning this Class Action Waiver Provision (or any other provision of this Agreement.
XII. TERMINATION OF AGREEMENT
1. CONTRACTOR may terminate this Agreement upon seven (7) days written notice. DOORDASH may terminate this Agreement and deactivate CONTRACTOR’S Dasher account only for the reasons set forth in the DOORDASH Deactivation Policy (https://www.doordash.com/deactivationpolicy/), or for a material breach of this Agreement. Notwithstanding the intention of the parties as expressed herein and the terms of this Agreement, if a determination is made by a Court or any administrative tribunal in the province in which CONTRACTOR performs the majority of the Contracted Services that the CONTRACTOR is an employee or dependent contractor of DOORDASH, then upon any termination without cause, the liability of DOORDASH is limited to any minimum requirements under applicable employment standards legislation, including minimum pay in lieu of notice, minimum severance pay (if any) and continuation of benefits under a benefits plan (if any) for the minimum statutory notice period if required by applicable employment standards legislation. There are no damages or other amounts payable by DOORDASH relating to or arising out of the termination of this Agreement and the relationship of the parties except for fees and gratuities required by this Agreement, and except as required by applicable legislation, if any, and limited to any such requirements. For clarity, it is understood and agreed that this Agreement will comply in all respects with the minimum entitlements as prescribed by applicable employment standards legislation (if such legislation is ever deemed applicable). Notwithstanding any term herein, to the extent there is a determination that employment standards legislation applies to this Agreement, and such employment standards legislation creates an obligation on DOORDASH to provide an entitlement greater than what is specified in this Agreement, this Agreement is then deemed to be amended but only to the extent required to comply with the minimum requirement(s) as prescribed by the applicable employment standards legislation.
2. CONTRACTOR’s and DOORDASH’s obligations and rights arising under the Class Action Waiver Provision of this Agreement shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon DOORDASH’S provision of notice to CONTRACTOR via e-mail.
XIII. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER
1. This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed or amended in any respect, unless in writing and signed by both parties. Before accepting any modifications, alterations, changes or amendments, CONTRACTOR shall have the right to discuss any proposed changes with DOORDASH and consider whether to continue his/her contractual relationship with DOORDASH. This Agreement supersedes any prior contract between the parties. To the extent DOORDASH’s consumer facing Terms and Conditions Agreement (or updated consumer facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that DOORDASH may assign its rights and obligations under this Agreement to an affiliate of DOORDASH or any successor(s) to its business and/or purchaser of substantially all of its stock, shares, or assets. References in this Agreement to DOORDASH shall be deemed to include such successor(s).
2. The failure of DOORDASH or CONTRACTOR in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.
1. CAPTIONS: Captions appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.
2. SEVERABILITY CLAUSE: If any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
3. GOVERNING LAW: This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the province in which CONTRACTOR performs the majority of the services covered by this Agreement, and the federal laws of Canada applicable in that province.
4. NOTICE AND OPPORTUNITY TO CURE: CONTRACTOR agrees to notify DOORDASH in writing at https://www.doordash.com/help/ of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that CONTRACTOR’s services or scope of work differ in any way from what is contemplated in this Agreement, including but not limited to the terms in Sections II (Contractor’s Operations) and III (Contractor’s Services), or if the relationship of the parties differs from the terms contemplated in Section IV (Relationship of Parties).
6. APPLICABLE LEGISLATION: Both parties intend to comply with all applicable legislation. If any term herein does not comply with any applicable legislation, then that term is of no force or effect, and this Agreement is deemed to be amended to comply with that legislation.
7. INTERPRETATION: This Agreement will be interpreted as if both parties had participated equally in its preparation. Each party waives any rule of law or interpretation that requires or allows any presumption or conclusion that the Agreement should be interpreted more strictly or adversely against any party to this Agreement.
8. LEGAL ADVICE: Each party confirms that it has either taken legal advice or chosen not to do so with respect to the terms of this Agreement.