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TERMS OF USE

Effective: December 14, 2021

Welcome! We’re so happy you’re here, and we can't wait to deliver you food
happiness, but before you use our Platform, please read these Terms of Use (the
“Agreement”) carefully.

Grubhub Holdings Inc. and its subsidiaries and affiliates (“Grubhub,” “we,”
“our,” or “us”) own and operate certain websites, including related subdomains;
our mobile, tablet and other smart device applications; application program
interfaces; in-store kiosks or other online services; other tools, technology
and programs (collectively, the “Platform”) and all associated services
(collectively, the “Services”); in each case, that reference and incorporate
this Agreement. This Agreement does not cover or address certain end user
services provided by our affiliate SCVNGR, Inc. d/b/a LevelUp (“LevelUp”) on
behalf of its merchant clients; please see the LevelUp User Terms of Service for
more information.

This Agreement constitutes a contract between you and us that governs your
access and use of the Platform and Services. What does that mean? It means that
by accessing and/or using the Platform or our Services, or by clicking a button
or checking a box marked “I Agree” (or something similar), you agree to all the
terms and conditions of this Agreement. If you do not agree, do not access
and/or use the Platform or Services. As used in this Agreement, “you” means any
visitor, user, or other person who accesses our Platform or Services, whether or
not such person registered for an Account (as defined below). Unless otherwise
agreed by Grubhub in a separate written agreement with you or your authorized
representative, the Platform is made available solely for your personal,
non-commercial use.

IMPORTANT: PLEASE REVIEW THE “DISPUTE RESOLUTION” SECTION SET FORTH BELOW
CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH GRUBHUB, NO MATTER
WHEN ARISING OR ASSERTED, THROUGH BINDING INDIVIDUAL ARBITRATION. YOU
ACKNOWLEDGE AND AGREE THAT YOU AND GRUBHUB EACH WAIVE THE RIGHT TO A TRIAL BY
JURY. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS MORE CIRCUMSCRIBED
DISCOVERY AND APPELLATE REVIEW THAN THERE WOULD BE IN COURT. YOU ALSO WAIVE YOUR
RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS
ACTION OR REPRESENTATIVE PROCEEDING AGAINST GRUBHUB, WHETHER NOW PENDING OR
FILED IN THE FUTURE. THERE ARE PROPOSED CLASS ACTIONS OR REPRESENTATIVE ACTION
PROCEEDINGS PENDING AGAINST GRUBHUB, AND THIS AGREEMENT APPLIES TO THEM UNLESS
YOU OPT OUT AS DESCRIBED IN THE “DISPUTE RESOLUTION” SECTION BELOW. BY ENTERING
THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND
AGREE TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE
TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.


ABOUT GRUBHUB

Grubhub is a virtual marketplace Platform that connects hungry diners with
third-party service providers, including local merchants and independent
delivery service providers. You may order food through the Platform to be
delivered from particular merchants, including their authorized licensees and
franchisees, or other purveyors of food in cities throughout the United States
and other territories where Grubhub provides such Services (collectively, the
“Merchants”).

Grubhub is not a restaurant or food preparation entity. The Merchants available
on our Platform operate independently of Grubhub. Merchants are required to
comply with federal, state, and local laws, rules, regulations, and standards
pertaining to the preparation, sale, and marketing of food, including, without
limitation, food preparation and safety and menu disclosure. Grubhub is not
liable or responsible for Merchants' food preparation or safety and does not
verify their compliance with all applicable laws. In addition, Grubhub does not
guarantee the quality of what the Merchants sell, nor does it guarantee the
services provided by them, including, without limitation, in those cases where
they provide the delivery services or engage another third-party delivery
service. Grubhub does not independently verify, and is not liable for,
representations made by Merchants regarding their food, including, without
limitation, any menu- or Merchant-level descriptors, disclosures, photographs or
images displayed through the Platform reflecting the food prepared by the
Merchants and/or delivered by Delivery Partners (defined below). By accessing
the Platform, you agree and acknowledge that Merchants are solely responsible
for, and Grubhub shall not be liable or responsible for, the services provided
to you by any Merchant or any subcontractor of any Merchant, nor shall Grubhub
be responsible for any acts, omissions, errors or misrepresentations made by any
Merchant or any subcontractor of any Merchant.

Grubhub is not a delivery company or a common carrier. Some deliveries are
provided by Grubhub's network of independent delivery service providers
(“Delivery Partners”). Delivery Partners are not actual agents, apparent agents,
ostensible agents, or employees of Grubhub in any way. Rather, Delivery Partners
have entered into agreements with Grubhub which require them to comply with all
applicable federal, state, and local laws, rules and regulations, including,
without limitation, traffic laws, requirements of the applicable motor vehicle
agency, and applicable insurance requirements. By accessing the Platform, you
agree and acknowledge that Delivery Partners are solely responsible for, and
Grubhub shall not be liable or responsible for, the delivery services provided
to you by any Delivery Partner or any subcontractors of Delivery Partners, or
any acts, omissions, errors or misrepresentations made by any Delivery Partner.


USING GRUBHUB

You may only create and hold one account on each of the separately branded
properties on the Platforms (each, an “Account”) for your personal use. You may
have another Account if you are using the Platform for business purposes,
including as part of an enterprise Account, pursuant to a separate agreement
with Grubhub. In consideration of the use of the Platform and the Services, you
agree that you are able to create a binding legal obligation with Grubhub, and
you also agree to: (a) provide true, accurate, current, and complete information
about yourself, and (b) maintain and promptly update the personal information
you provide to keep it true, accurate, current, and complete.

The Platform may permit you to use the Services without an Account or without
logging in to your Account (e.g. on our in-store kiosks, through our assisted
phone ordering feature, or as a guest with our group order feature). If you use
the Service in this manner, we may create an Account for you based on the
information you provide to us in connection with the transaction (e.g., your
payment information, name, phone number, email address, and other transaction
information). If you are a minor in the jurisdiction in which you reside
(generally under the age of 18), you must have the permission of, and be
directly supervised by, your parent or legal guardian to use the Platform, and
your parent or legal guardian must read and agree to this Agreement on your
behalf prior to your using the Platform. Notwithstanding the foregoing, you are
not authorized to use the Platform or otherwise access the Services if you are
under the age of 16. If you are using the Platform on behalf of an entity,
organization, or company, you represent and warrant that you have the authority
to bind that organization to this Agreement and you agree to be bound by this
Agreement on behalf of that entity, organization, or company. If you provide any
information that is untrue, inaccurate, not current or incomplete, including,
without limitation, having an invalid or expired payment method on file, or if
Grubhub has reasonable grounds to suspect that any information you provide is
untrue, inaccurate, not current or incomplete, or if we believe that you have
breached this Agreement, Grubhub has the right to immediately block your current
or future use of the Platform and/or the Services (or any portion thereof)
and/or terminate this Agreement with you. If your Account is terminated for any
or no reason, you may forfeit any pending, current, or future account credits,
Perks (defined below) or other promotional offers, and any other forms of
unredeemed value in or associated with your Account without prior notice to you.

You are responsible for maintaining the confidentiality and security of your
Account including your password and, if applicable, any password for Facebook,
Google, or other third party login. You are also responsible for all activities
or any other actions that occur under or that are taken in connection with your
Account. You agree to: (a) immediately notify Grubhub of any known or suspected
unauthorized use(s) of your password or Account, or any known or suspected
breach of security, including, without limitation, loss, theft, or unauthorized
disclosure of your password or credit card information; and (b) ensure that you
exit from your Account at the end of each session. Grubhub will not be liable
for any injury, loss, or damage of any kind arising from or relating to your
failure to comply with (a) and/or (b) or for any acts or omissions by you or
someone else who is using your Account and/or password.


OUR ALCOHOLIC BEVERAGES POLICY

Some jurisdictions permit the ordering and delivery of alcoholic beverages. In
such jurisdictions, if you place an order that includes any alcoholic beverage,
you represent and warrant that you are at least 21 years of age. Upon delivery
or pickup, as applicable, you shall present a government-issued identification
card, evidencing your age, consistent with applicable legal requirements. The
Delivery Partner may electronically scan the identification card of the
individual receiving the order to confirm that the recipient is at least 21
years of age and the delivery may be completed. You also agree that our Delivery
Partners may withhold delivery of the alcoholic beverages if you appear or the
recipient of the delivery appears intoxicated when receiving delivery of such
products. If you do not comply with these terms, you agree that the alcoholic
beverage(s) will not be released to you, you may forfeit the cost of such
beverages, and you may be responsible for restocking fees.


PAYMENT AND OUR CREDIT POLICY

Certain features of the Platform, including, without limitation, the placing or
receipt of orders, may require you to make certain payments, including
commissions or other fees. When paid by you, these payments are final and
non-refundable, unless otherwise determined by Grubhub. Grubhub, in its sole
discretion, may offer credits or refunds on a case-by-case basis including, by
way of example, in the event of an error with your order or in the amounts you
were charged.

Grubhub will charge, and you authorize Grubhub to charge, the payment method you
specify at the time of purchase. If you pay any amounts with a credit card,
Grubhub may seek pre-authorization of your credit card account prior to your
purchase to verify that the credit card is valid and has credit available for
your intended purchase. In the event Grubhub advances payment for any of your
orders placed via the Platform (e.g., if your corporate account has a line of
credit), Grubhub may separately send you invoices for payment of those advanced
amounts. In the event that you fail to pay such invoices within thirty (30) days
of the date of such invoice (the “Payment Due Date”), you grant Grubhub the
right, but not the obligation, to charge the credit card you provide with your
Account at any time after any Payment Due Date, unless prohibited by law.

Please note, you are unable to complete checkout with only gift card
information. In all events, you are required to provide another form of payment
to submit an order, even if this payment method is not charged. Also, if you are
a campus user and you opt to pay for a purchase with your stored-value card, on
certain campuses, (i) Grubhub will charge such purchase to your stored-value
card and will charge any applicable fees to either your credit card or other
payment on file with us, and (ii) you agree that Grubhub may be unable to refund
a purchase to your stored-value card and may, in its discretion, provide a
refund through an alternative method.

Grubhub reserves the right to establish, remove, and/or revise prices, fees,
taxes, and/or surcharges for any or all services or goods obtained through the
use of the Services at any time, and further reserves the right to consolidate
or otherwise incorporate fees and/or surcharges into the prices listed for
Merchant food and beverage items. You understand that the prices for menu items
displayed through the Services may differ from the prices offered or published
by Merchants for the same menu items, whether offered by the Merchant directly
or on third-party websites. You also understand that such prices may not be the
lowest prices at which the menu items are sold. Grubhub’s white label
convenience menus source products from select third party providers, including
existing Merchants on the Grubhub Platform. Prices may vary between the existing
Merchant menu and the Grubhub white label convenience menu. For example, the
same menu item may be available at both the existing merchant and Grubhub’s
white label convenience, but the price on the existing merchant's menu may be
higher than the price on Grubhub’s white label convenience menu.

For certain transactions, the subtotals shown at checkout are estimates that may
be higher or lower than the total amount due. Regardless of the cause, Grubhub
reserves the right to charge the final price after checkout, including without
limitation all applicable transaction taxes. Grubhub may also, in its sole
discretion, make Perks or other promotional offers with different features and
different rates available to any or all of our users. Unless made available to
you, these Perks and promotional offers will have no bearing on your obligation
to pay the amounts charged. For more information on these offers, please see the
“Perks” section below.

The provider of Services is set forth herein. If you are a California resident,
in accordance with Cal. Civ. Code §1789.3, you may report complaints to the
Complaint Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs by contacting them in writing at 1625 North
Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800)
952-5210 or (916) 445-1254.


OUR MATERIALS AND LICENSE TO YOU

With the exception of Your Content (defined below), the Platform and everything
on it, including, without limitation, text, photos, videos, graphics and
software, (collectively, the "Materials") is owned by or licensed to Grubhub.
The Platform and the Materials are protected by copyright, trademark, trade
dress, domain name, patent, trade secret, international treaties, and/or other
intellectual or proprietary rights and laws of the United States and other
countries. Except as otherwise indicated on the Platform and except for the
intellectual property of other companies that are displayed on the Platform, all
intellectual property, such as trademarks, service marks, logos, trade dress,
and trade names are proprietary to Grubhub, including, without limitation, GH;
GRUBHUB; Grubhub for Work; SEAMLESS; Grubhub for Restaurants; Eat24; AllMenus;
MenuPages; Yummy Rummy; and the Eat24.com, Grubhub.com, and Seamless.com trade
dress. Accordingly, you are not authorized to download, remove, transmit, alter,
reproduce, modify, distribute, exploit, sell, lease, obscure, decompile, reverse
engineer, or disassemble, any content or any trademark or copyright notice from
the Platform, including, without limitation, the Materials. If you do any of the
aforementioned, Grubhub will not be responsible in any way for any damage to
your computer system or loss of data that results from such download. Please
also be advised that Grubhub enforces its intellectual property rights to the
fullest extent of the law.

Subject to your compliance with this Agreement, we grant you a limited,
non-exclusive, non-transferable, non-sublicensable, and revocable license to
access and use the Platform for your personal and noncommercial use, solely as
expressly permitted by this Agreement and subject to all the terms and
conditions of this Agreement, all applicable intellectual property laws, and any
Additional Terms (as defined below) contained on the Platform. Any other use of
the Platform is strictly prohibited. Nothing contained on the Platform and/or
Materials should be interpreted as granting to you any license or right to use
any of the Materials (other than as provided herein) and/or third-party
proprietary content on the Platform without the express written permission of
Grubhub or the relevant third-party owner, as applicable. Any rights not
expressly granted herein are reserved by Grubhub and Grubhub’s licensors.


YOUR CONTENT AND CONDUCT

I. Your Conduct

By accessing the Platform or the Services, you agree:

 * to comply with the Agreement and all applicable laws, rules and regulations
   in connection with your use of the Platform and Services, including, without
   limitation, laws regarding online conduct and Your Content (as defined
   below);
 * not to use the Platform or Services for any commercial or other purposes that
   are not expressly permitted by this Agreement or in a manner that falsely
   implies our endorsement, partnership or otherwise misleads others as to your
   affiliation with us;
 * not to access the Platform or Services using a third party's
   account/registration without the express consent of the Account holder and
   not to attempt to impersonate another user or person;
 * not to avoid, bypass, remove, deactivate, impair, descramble, or attempt,
   through any means, to circumvent any technological measure implemented by
   Grubhub to protect the Platform, or otherwise attempt to gain unauthorized
   access to any part of the Platform and/or any Service, other Account,
   computer system, and/or network connected to any Grubhub server;
 * not to use the Platform or Services in any manner that could damage, disable,
   overburden, and/or impair the Platform, any Grubhub server, or the network(s)
   connected to any Grubhub server, and/or interfere with any other party's use
   and enjoyment of the Platform;
 * not to advertise to, or solicit, any user, Merchant, or other business to buy
   or sell any products or services, or use any information obtained from the
   Platform or the Services in order to contact, solicit, or advertise or sell
   to any user, Merchant, or other business, in each case, unless specifically
   authorized in writing by Grubhub;
 * not to deep-link to or frame the Platform and/or access the Platform manually
   and/or with any robot, spider, web crawler, extraction software, automated
   process, and/or device or other means to scrape, copy, and/or monitor any
   portion of the Platform and/or any Materials and/or other content on the
   Platform, unless specifically authorized in writing by Grubhub;
 * not to conduct any scraping, indexing, surveying, data mining, or any other
   kind of systematic retrieval of data or other content from the Platform;
 * not to create or compile, directly or indirectly, any collection,
   compilation, database, or directory from the Platform or Materials;
 * not to create Merchant reviews or blog entries for or with any commercial or
   other purpose or intent that does not in good faith comport with the purpose
   or spirit of the Platform;
 * not to copy, publish, or redistribute any coupon or discount code or act in
   bad faith in an attempt to manipulate or gain an unintended commercial
   benefit from incentive offers;
 * not to harass, annoy, intimidate, threaten or engage in any racist, sexist,
   or other behavior that Grubhub finds objectionable to any Grubhub employees,
   contractors, or agents engaged in providing any portion of the Services and
   not to engage in any other behavior that Grubhub deems inappropriate when
   using the Platform or Services;
 * not to engage in any criminal or tortious activity, including, without
   limitation, fraud, spamming (e.g. by email or instant message), sending of
   viruses or other harmful files, harassment, stalking, copyright infringement,
   patent infringement, or theft of trade secrets or otherwise deleting the
   copyright or other proprietary rights notice from any of the Materials or
   from any portion of the Platform or the Services;
 * not to rent, lease, redistribute, sell, sublicense, decompile, reverse
   engineer, disassemble, or otherwise reduce the Platform and/or the Materials,
   in whole or in part, to a human-perceivable form for any purpose, including,
   without limitation, to build a product and/or service competitive with the
   Platform and its Services; and
 * not to disrupt, interfere with, or otherwise harm or violate the security of
   the Platform, or any Services, system resources, accounts, passwords, servers
   or networks connected to or accessible through the Platform or affiliated or
   linked sites (including, without limitation, those of our Merchant).

You agree to comply with the above conduct requirements and agree not assist or
permit any person in engaging in any conduct that does not comply with the above
conduct. In the event that Grubhub believes that you have breached any of the
above conduct requirements, Grubhub reserves the right to suspend and/or
permanently terminate your Account at our sole discretion. Further, you agree
that the consequences of commercial use or re-publication of Your Content
(defined below) or Materials from the Platform or other violations of the
foregoing proscriptions may be so serious and incalculable that monetary
compensation may not be a sufficient or appropriate remedy, and that Grubhub
will be entitled to temporary and permanent injunctive relief to prohibit such
use or activity without the need to prove damages.

II. Your Content

Grubhub may provide you with interactive opportunities (i) on the Platform,
including, without limitation, features such as user ratings and reviews, saved
favorites, liked items and bookmarked Merchants, user profiles and pictures,
(ii) on social media pages maintained by Grubhub, as well as (iii) through other
communications with you, including, without limitation, through text (“SMS”) or
multimedia (“MMS”) messages (collectively, "Interactive Areas"). You represent
and warrant that you are the owner of and/or otherwise have the right to provide
all information, comments, reviews, ratings, photographs and/or other materials
and/or content that you submit, upload, post, publish, and/or otherwise make
available to Grubhub through the Platform or otherwise in connection with your
use of our Services, including, without limitation, information and materials
provided or made available in connection with any Facebook, Google, or other
third party login (“Your Content”). Your Content includes, without limitation,
your username and/or other user profile information such as your ratings history
and how long you have been a Grubhub diner, textual, visual, or audio content
and information, whether transmitted via the Platform, SMS or MMS message, or
otherwise.

III. Use of Your Content

You grant Grubhub an irrevocable, transferable, paid up, royalty-free,
perpetual, non-exclusive worldwide sublicensable license to use, copy, display,
publish, modify, remove, publicly perform, translate, create derivative works
from, distribute, and/or otherwise use Your Content in all forms of media now
known or hereafter invented for the purpose of operating, promoting, and
improving our Site, business, products and services, and developing new ones
(collectively, the “Uses”). The Uses include, without limitation, use of your
username and/or other user profile information such as your ratings history and
how long you have been a Grubhub diner, to attribute Your Content to you on the
Platform, including in Interactive Areas and other public areas on our Platform,
or otherwise in connection with our Services. All Uses will be made without
notification to and/or approval by you and without the requirement of payment to
you or any other person or entity. Further, you hereby grant Grubhub a
royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide,
nonexclusive license to incorporate and use any of your suggestions, input, or
other feedback relating to the Platform or the Services (collectively, the
“Feedback”) for any purpose without notice to, approval by, or compensation to
you.

You further understand and agree that you may be exposed to third-party content
that is inaccurate, objectionable, inappropriate for children, or otherwise
unsuited to your purpose. Grubhub and its parents, subsidiaries, affiliates, and
each of their officers, directors, employees, successors, assigns, licensors,
licensees, designees, business partners, contractors, agents and representatives
(collectively, the "Released Parties") will not be responsible for, and you
hereby expressly release the Released Parties from any and all liability for the
action of any and all third parties with respect to Your Content, or for any
damages you allege to incur as a result of or relating to any third-party
content.

IV. Conduct within Interactive Areas

By transmitting Your Content, you agree to follow the standards of conduct
below, and any additional standards that may be stated on the Platform. We
expect your cooperation in upholding our standards. You are responsible for all
of Your Content. You agree that Your Content will not:

 * be unlawful, harmful to adults or minors, threatening, abusive, harassing,
   tortious, defamatory, vulgar, obscene, profane, offensive, invasive of
   another's privacy, hateful, and/or racially, ethnically, and/or otherwise
   objectionable;
 * have a commercial, political, or religious purpose;
 * be false, misleading, and/or not written in good faith;
 * infringe any patent, trademark, trade secret, copyright, right of privacy
   and/or publicity, and/or other proprietary rights of any person and/or
   entity;
 * be illegal and/or promote illegal activity;
 * contain confidential information belonging to a third party;
 * contain unauthorized advertising and/or solicits users to a business other
   than those on the Platform; and/or
 * be intended to interrupt, destroy, or limit the functionality or integrity of
   any computer software, hardware, or Materials on the Platform or other
   websites.

We do our best to encourage civility and discourage disruptive communication on
the Platform. We also do our best to discourage communications that incite
others to violate our standards. Grubhub may monitor any and all use of the
Platform, including, without limitation, interactions between our users;
however, we are under no obligation to do so. We may manage the Platform in a
manner intended to protect our property and rights and to facilitate the proper
functioning of the Platform. If any of Your Content or conduct on our Platform
violates our standards, or any other terms of this Agreement; or interferes with
other peoples' enjoyment of the Materials or our Platform or Services; or is
inappropriate in our judgment; we reserve the right, in our sole discretion and
without notice to you, (i) to change, delete or remove, in part or in full, any
of Your Content, (ii) to terminate or suspend access to any Interactive Areas or
any other part of our Platform, and/or (iii) to terminate or suspend your
Account; in each case, with or without notice. Grubhub will cooperate with
local, state, and/or federal authorities to the extent required by applicable
law in connection with Your Content.

V. Ratings and Reviews

The Platform and other Interactive Areas may allow you to rate (each, a
“Rating”) and post reviews (each, a “Review”) of Merchants. Such Ratings and
Reviews are considered Your Content and are governed by the terms and conditions
of this Agreement. Ratings and Reviews are not endorsed by Grubhub, and do not
represent the views of Grubhub or of any affiliate or partner of Grubhub.
Grubhub does not assume liability for Ratings and Reviews or for any claims,
liabilities, or losses resulting from any Ratings and Reviews. We strive to
maintain a high level of integrity with our Ratings and Reviews and other
aspects of Your Content. Therefore, all Ratings and Reviews must comply with the
following criteria, in addition to and without limiting other requirements
applicable to Your Content as set forth in these Terms: (1) before posting a
Rating or Review, you must have had recent first-hand experience with the
Merchant; (2) you may not have a proprietary or other affiliation with either
the Merchant or any of its competitors; (3) you may not draw any legal
conclusions regarding the Merchants' products, services, or conduct; (4) your
Review must otherwise comply with the terms of this Agreement as well as all
applicable laws, rules, and regulations, including without limitation the
Federal Trade Commission’s Guides Concerning the Use of Endorsements and
Testimonials in Advertising (which may be found at
http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), including
that your Review must disclose any “material connection” you may have with
Grubhub or the Merchant; and (5) you will not submit a Rating or Review in
exchange for payment, free food or beverage items, or other benefits from any
Merchant or third party. Any Rating and/or Review that we determine, in our sole
discretion, could diminish the integrity of the Ratings and Reviews, the
Materials and/or the Platform may be removed or excluded by us without notice.


COMMUNICATIONS & TEXT MESSAGES

When you use the Services, or send emails, text messages, and other
communications from your desktop or mobile device to us, you may be
communicating with us electronically. You consent to receive communications from
us or on our behalf electronically, such as e-mails, texts, mobile push notices,
or notices and messages through the Services, and you agree that all agreements,
notices, disclosures, and other communications that we provide to you
electronically satisfy any legal requirement that such communications be in
writing. You agree to keep your contact information, including email address,
current. This subparagraph does not affect your statutory rights.

Your voluntary provision to Grubhub of your cell phone number represents your
consent that Grubhub may contact you by telephone, SMS, or MMS messages at that
phone number, and your consent to receiving such communications for
transactional, operational, or informational purposes. When you provide your
phone number to Grubhub, you warrant that you are the current subscriber or
authorized user of the relevant account. You understand and agree that such
messages may be sent using automated technology. You may unsubscribe from
receiving text messages from Grubhub at any time. To revoke your consent to
receiving SMS or MMS messages from Grubhub, you agree to follow the unsubscribe
procedures described below.

When placing orders through the Platform, you may receive order status messages
from Grubhub about each order. To unsubscribe from order-related messages, just
reply "STOP" to the number sending the message. To resubscribe, text “START” to
the same number from the phone number associated with your account. If you need
assistance, text “HELP”. Please note that unsubscribing from one of the branded
properties in our Platform will not automatically unsubscribe you from another
separately branded property in our Platform. For example, if you unsubscribe
from Grubhub order-related messages, you may still receive order-related
messages when you place an order through Seamless, unless you also unsubscribe
from Seamless order-related messages.

Additionally, you may receive messages from Grubhub following receipt of a
completed order soliciting feedback and/or other information relating to the
order. You may unsubscribe from all such feedback messages by replying "STOP" to
the number sending the feedback messages. To resubscribe, text "START" to the
number sending the feedback messages using the phone number associated with your
account. Please note that unsubscribing from such feedback texts will not
prevent you from receiving texts from Grubhub, the Merchant, or your delivery
person regarding your order or its delivery unless you also text "STOP" to the
number sending the order-related messages, and even in such event, you may still
receive individual texts from the Merchant or your delivery person to enable
successful delivery of your order.

You may also receive text messages in response to certain Customer Care
requests. To unsubscribe from Customer Care messages, just reply to the message
by texting “STOP” to the number sending the message.

If you unsubscribe from receiving text messages from Grubhub through the process
described above, you may continue to receive text messages for a short period
while Grubhub processes your request(s). If you change or deactivate the phone
number you provided to Grubhub, you have an affirmative obligation to
immediately update your account information and the phone number(s) attached to
your account to prevent us from inadvertently communicating with anyone who
acquires any phone number(s) previously attributed to you, and any new phone
number(s) you attach to your Account may receive Grubhub’s standard SMS or MMS
messages unless you also unsubscribe via the above procedures.

Standard data and message rates may apply for SMS and MMS alerts, whether you
send or receive such messages. Please contact your mobile phone carrier for
details. Your mobile phone carrier (e.g. T-Mobile, AT&T, Verizon, etc.) is not
liable for delayed or undelivered messages. If you require assistance, please
call our Customer Care team at 1-877-585-7878.


ADDITIONAL TERMS FOR MOBILE APPLICATIONS

We may make available software to access Grubhub’s websites, technology
platforms, and related online and mobile services via a mobile device (“Mobile
Applications”). To use any Mobile Application, you must use a mobile device that
is compatible with that Mobile Application. Grubhub does not warrant that any
Mobile Application will be compatible with your mobile device. You may use
mobile data in connection with the Mobile Applications and may incur additional
charges from your wireless provider for these services. You agree that you are
solely responsible for any such charges. Grubhub hereby grants you a
non-exclusive, non-transferable, revocable license to use a compiled code copy
of the Mobile Applications for one Account on a mobile device owned or leased
solely by you, for your personal use. You acknowledge that Grubhub may from time
to time issue upgraded versions of the Mobile Applications, and may
automatically electronically upgrade the version of any Mobile Applications that
you are using on your mobile device. You consent to such automatic upgrading on
your mobile device and agree to timely upgrade the Mobile Application in the
event there is no automatic update. Please upgrade to the latest version of the
Mobile Applications in order to view the most up-to-date information on the
Platform regarding Merchants featured on the Mobile Applications. You further
agree that the terms and conditions of this Agreement will apply to all upgrades
to the Mobile Applications. Any third-party code that may be incorporated in the
Mobile Applications is covered by the applicable open source or third-party
license EULA, if any, authorizing use of such code. The foregoing license grant
is not a sale of the Mobile Applications or any copy thereof, and Grubhub or its
third-party partners or suppliers retain all right, title, and interest in the
Mobile Applications (and any copy thereof). Any attempt by you to transfer any
of the rights, duties, or obligations hereunder, except as expressly provided
for in this Agreement, is void. Grubhub reserves all rights not expressly
granted under this Agreement with respect to the Mobile Applications and
otherwise. If any Mobile Application is being acquired on behalf of the United
States Government, then the following provision applies: The Mobile Application
will be deemed to be “commercial computer software” and “commercial computer
software documentation,” respectively, pursuant to DFAR § 227.7202 and FAR §
12.212, as applicable. Any use, reproduction, release, performance, display, or
disclosure of the Platform and any accompanying documentation by the U.S.
Government will be governed solely by this Agreement and is prohibited except to
the extent expressly permitted by this Agreement. The Mobile Applications
originate in the United States and are subject to United States export laws and
regulations. The Mobile Applications may not be exported or re-exported to
certain countries or those persons or entities prohibited from receiving exports
from the United States. In addition, the Mobile Applications may be subject to
the import and export laws of other countries. You agree to comply with all
United States and foreign laws related to use of the Mobile Applications and the
Platform.

The following applies to any Mobile Application you acquire from the Apple App
Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement
is solely between you and Grubhub, not Apple, Inc. (“Apple”) and that Apple has
no responsibility for the Apple-Sourced Software or content thereof. Your use of
the Apple-Sourced Software must comply with the App Store Terms of Service. You
acknowledge that Apple has no obligation whatsoever to furnish any maintenance
and support services with respect to the Apple-Sourced Software. In the event of
any failure of the Apple-Sourced Software to conform to any applicable warranty,
you may notify Apple, and Apple will refund to you the purchase price for the
Apple-Sourced Software; to the maximum extent permitted by applicable law, Apple
will have no other warranty obligation whatsoever with respect to the
Apple-Sourced Software, and any other claims, losses, liabilities, damages,
costs, or expenses attributable to any failure to conform to any warranty will
be solely governed by this Agreement and any law applicable to Grubhub as
provider of the software. You acknowledge that Apple is not responsible for
addressing any of your claims or those of any third party relating to the
Apple-Sourced Software or your possession and/or use of the Apple-Sourced
Software, including, but not limited to: (i) product liability claims; (ii) any
claim that the Apple-Sourced Software fails to conform to any applicable legal
or regulatory requirement; and (iii) claims arising under consumer protection,
privacy or similar legislation; and all such claims are governed solely by this
Agreement and any law applicable to Grubhub as provider of the software. You
acknowledge that, in the event of any third-party claim that the Apple-Sourced
Software or your possession and use of that Apple-Sourced Software infringes
that third party’s intellectual property rights, Grubhub, not Apple, will be
solely responsible for the investigation, defense, settlement, and discharge of
any such intellectual property infringement claim to the extent required by this
Agreement. You and Grubhub acknowledge and agree that Apple, and Apple’s
subsidiaries, are third party beneficiaries of this Agreement as it relates to
your license of the Apple-Sourced Software, and that, upon your acceptance of
the terms and conditions of this Agreement, Apple will have the right (and will
be deemed to have accepted the right) to enforce this Agreement against you as a
third-party beneficiary as it relates to your license of the Apple-Sourced
Software.

The following applies to any Mobile Applications you acquire from the Google
Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement
is solely between you and Grubhub only, and not with Google, Inc. (“Google”);
(ii) your use of Google-Sourced Software must comply with Google’s then-current
Google Play Store Terms of Service; (iii) Google is only a provider of the
Google Play Store where you obtained the Google-Sourced Software; (iv) Grubhub,
and not Google, is solely responsible for its Google-Sourced Software; (v)
Google has no obligation or liability to you with respect to Google-Sourced
Software or the Agreement; and (vi) you acknowledge and agree that Google is a
third-party beneficiary to the Agreement as it relates to Grubhub’s
Google-Sourced Software.


DISCLAIMER

THE PLATFORM, THE SERVICES, THE MATERIALS, AND ALL OTHER CONTENT ON THE PLATFORM
ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULLEST
EXTENT PERMISSIBLE BY APPLICABLE LAW, GRUBHUB DISCLAIMS, WITH RESPECT TO THE
SERVICES, THE PLATFORM, THE MATERIALS AND ALL OTHER CONTENT ON THE PLATFORM, ALL
WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. GRUBHUB DOES NOT REPRESENT OR WARRANT THAT THE
PLATFORM, THE SERVICES, THE MATERIALS AND/OR THE OTHER CONTENT ON THE PLATFORM
WILL BE SECURE, UNINTERRUPTED, AND/OR ERROR-FREE, THAT DEFECTS WILL BE
CORRECTED, AND/OR THAT THE PLATFORM, THE SERVICES, THE MATERIALS, AND/OR OTHER
CONTENT ON THE PLATFORM ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
GRUBHUB DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE
RESULTS OF THE USE OF THE PLATFORM, THE SERVICES, THE MATERIALS, AND/OR ANY
OTHER CONTENT ON THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY,
RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, THE SAFETY, QUALITY, AND/OR TIMING OF A DELIVERY ORDERED ON
THE PLATFORM, AND/OR THE FOOD OR OTHER PRODUCTS DELIVERED. YOU (AND NOT GRUBHUB)
ASSUME THE ENTIRE COST OF USING THE SITE. APPLICABLE LAW MAY NOT ALLOW THE
EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO
YOU.

GRUBHUB SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM
CAUSES BEYOND GRUBHUB'S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION,
DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. GRUBHUB IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR
OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

GRUBHUB RELIES UPON MERCHANTS TO PROVIDE ACCURATE ALLERGEN AND DIETARY
INFORMATION AND GENERAL PRODUCT SAFETY. GRUBHUB DOES NOT REPRESENT OR WARRANT
THAT THE INFORMATION ACCESSIBLE THROUGH THE SERVICE IS ACCURATE, COMPLETE,
RELIABLE, CURRENT, OR ERROR-FREE, INCLUDING, WITHOUT LIMITATION, MENUS,
NUTRITIONAL AND ALLERGEN INFORMATION, PHOTOS, FOOD QUALITY OR DESCRIPTIONS,
PRICING, HOURS OF OPERATION, OR REVIEWS. ALL CONTENT IS PROVIDED FOR
INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH
THE SERVICE IS SOLELY AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION,
NUTRITIONAL AND ALLERGEN INFORMATION.


LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL GRUBHUB
BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (INCLUDING PERSONAL
INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF DATA, REVENUE, PROFITS,
REPUTATION, USE, OR OTHER ECONOMIC ADVANTAGE), EVEN IF GRUBHUB HAS BEEN
PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF A
WARRANTY, CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER ACTION OF ANY TYPE THAT IN
ANY MANNER ARISES OUT OF OR IN CONNECTION WITH THE PLATFORM OR THE SERVICES
PROVIDED ON OR THROUGH THE PLATFORM OR BY GRUBHUB.

GRUBHUB ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR
VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF
YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY MATERIAL FROM THE
PLATFORM. GRUBHUB ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING
OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, OR
MATERIAL AVAILABLE ON OR THROUGH THE PLATFORM, AS WELL AS ANY THIRD-PARTY
WEBSITE PAGES OR ADDITIONAL WEBSITES LINKED TO THIS PLATFORM, FOR ANY ERROR,
DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY,
PROFANITY, DANGER, INACCURACY CONTAINED THEREIN, OR HARM TO PERSON OR PROPERTY
CAUSED THEREBY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IN NO EVENT SHALL GRUBHUB'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND
CAUSES OF ACTION, WHETHER IN WARRANTY, CONTRACT, NEGLIGENCE, TORT OR ANY OTHER
ACTION OF ANY TYPE EXCEED IN THE AGGREGATE (A) THE AMOUNT PAID BY YOU TO GRUBHUB
OR A MERCHANT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING
RISE TO SUCH CLAIM, IF ANY, OR (B) $1,000 (WHICHEVER IS LESS). BECAUSE SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED
TO THE GREATEST EXTENT PROVIDED BY LAW.

YOU AND GRUBHUB AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY
IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT
THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN
BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER
INTO THIS AGREEMENT. YOU AND GRUBHUB AGREE THAT THE WARRANTY DISCLAIMERS AND
LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE FAIR AND REASONABLE. EXCEPT AS
MAY BE OTHERWISE PROVIDED FOR IN THIS SECTION, YOUR SOLE AND EXCLUSIVE REMEDY
FOR ANY DAMAGE ARISING OUT OF YOUR USE OF THE SITE IS TO DISCONTINUE USING THE
PLATFORM AND SERVICES, WHICH YOU MAY DO AT ANY TIME.

IMPORTANT NOTE TO NEW JERSEY CONSUMERS

IF YOU ARE A CONSUMER RESIDING IN NEW JERSEY, THE FOLLOWING PROVISIONS OF THIS
AGREEMENT DO NOT APPLY TO YOU (AND DO NOT LIMIT ANY RIGHTS THAT YOU MAY HAVE) TO
THE EXTENT THAT THEY ARE UNENFORCEABLE UNDER NEW JERSEY LAW: (A) THE DISCLAIMER
OF LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES OF ANY KIND (FOR EXAMPLE, TO THE EXTENT UNENFORCEABLE
UNDER THE NEW JERSEY PUNITIVE DAMAGES ACT, NEW JERSEY PRODUCTS LIABILITY ACT,
NEW JERSEY UNIFORM COMMERCIAL CODE, AND NEW JERSEY CONSUMER FRAUD ACT); (B) THE
LIMITATION ON LIABILITY FOR LOST PROFITS OR LOSS OR MISUSE OF ANY DATA (FOR
EXAMPLE, TO THE EXTENT UNENFORCEABLE UNDER THE NEW JERSEY IDENTITY THEFT
PROTECTION ACT AND NEW JERSEY CONSUMER FRAUD ACT); (C) APPLICATION OF THE
LIMITATIONS OF LIABILITY TO THE RECOVERY OF DAMAGES THAT ARISE UNDER CONTRACT
AND TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, OR ANY
OTHER THEORY (FOR EXAMPLE, TO THE EXTENT SUCH DAMAGES ARE RECOVERABLE BY A
CONSUMER UNDER NEW JERSEY LAW, INCLUDING, WITHOUT LIMITATION, THE NEW JERSEY
PRODUCTS LIABILITY ACT); AND (D) THE NEW YORK GOVERNING LAW PROVISION (FOR
EXAMPLE, TO THE EXTENT THAT YOUR RIGHTS AS A CONSUMER RESIDING IN NEW JERSEY ARE
REQUIRED TO BE GOVERNED BY NEW JERSEY LAW).


THIRD PARTY LINKS

The Platform may contain links to websites that are owned, controlled,
developed, sponsored and/or maintained by third parties and which may be subject
to additional terms and conditions ("Third Party Websites"). If you click on a
link to a Third Party Website, Grubhub will not warn you that you have left the
Services or Platform or that you are subject to the terms and conditions of
another website or third party service provider. Grubhub does not review,
monitor, operate and/or control the Third Party Websites and Grubhub makes no
guarantees, representations, and/or warranties as to, and shall have no
liability for, the content, products or services available on or through and/or
the functioning of the Third Party Websites. By providing access to Third Party
Websites, Grubhub is not recommending and/or otherwise endorsing the products
and/or services provided by the sponsors and/or owners of those websites. Your
access to and/or use of the Third Party Websites, including, without limitation,
providing information, materials and/or other content to the Third Party
Websites, is entirely at your own risk. Grubhub reserves the right to
discontinue links to any Third Party Websites at any time and for any reason,
without notice.


ADDITIONAL TERMS

Your use of the Platform is subject to any and all additional terms, policies,
rules, or guidelines applicable to the Services or certain features of the
Platform that we may post or link to on the Platform (collectively, the
"Additional Terms"), such as end-user license agreements, or other agreements or
rules applicable to particular features, promotions, or content on the Platform,
including, without limitation, the Google Maps/Google Earth Additional Terms of
Service located at https://maps.google.com/help/terms_maps.html and the Google
Privacy Policy located at
https://www.google.com/intl/ALL/policies/privacy/index.html. All such Additional
Terms are hereby incorporated into this Agreement by reference.


PERKS

By participating in perks, which includes all promotions, discounts, coupons or
loyalty programs available on the Platform (collectively, “Perks”), you agree to
this Agreement and the additional Perks Terms of Use.

Please note, we may also give you the option on the Platform to register with a
specific Merchant’s promotional or loyalty programs that are not operated by or
associated with Grubhub or Perks. If you do register with the Merchant’s
promotional or loyalty program, you understand that you may be required to agree
to additional terms and conditions provided by the Merchant and/or you may be
directed to a Third Party Website. You also understand that you will need to
contact the Merchant separately if you have any questions regarding your
participation in their promotional or loyalty program and/or cancellation of
your account with them directly. Grubhub does not own, operate or otherwise
control such separate Merchant promotional or loyalty programs and therefore
shall have no liability for those separate programs, including without
limitation your participation therein.


GRUBHUB+

By purchasing or using a Grubhub membership subscription service (including
Grubhub+ and Seamless+), you agree to this Agreement and the additional
Membership Terms of Use.


DONATE THE CHANGE

By electing to make a Donation (defined in the Donate the Change Terms of Use)
and participating in the Grubhub Donate the Change program, you agree to this
Agreement and the additional Donate the Change Terms of Use.


GIFT CARDS

Grubhub may provide you with the option to purchase e-gift cards in connection
with your use of the Platform. The terms and conditions for e-gift card use are
located at https://grubhub.cashstar.com/about/terms_and_conditions and the
privacy policy for gift cards is located at
https://grubhub.cashstar.com/about/privacy_policy; and both are incorporated
into this Agreement by reference.

Grubhub also makes physical gift cards available for purchase. The terms and
conditions stated on the physical card apply.


PRIVACY POLICY

The terms and conditions of the Privacy Policy are incorporated into this
Agreement by reference.


COPYRIGHT POLICY

Grubhub respects the intellectual property of others, and we ask all of our
users to do the same. If you believe that your copyrighted work has been copied
and is accessible on the Platform or a website through which our Services may be
accessed in a way that constitutes copyright infringement, please provide
Grubhub's Copyright Agent (as set forth below) with notification containing the
following information required by the Digital Millennium Copyright Act, 17
U.S.C. §512 (“DMCA”):

 1. A physical or electronic signature of a person authorized to act on behalf
    of the copyright owner of the work that allegedly has been infringed;
 2. Identification of the copyrighted work claimed to have been infringed, or,
    if multiple copyrighted works allegedly have been infringed, then a
    representative list of such copyrighted works;
 3. Identification of the material that is claimed to be infringing and that is
    to be removed or access to which is to be disabled, and information
    reasonably sufficient to permit us to locate the allegedly infringing
    material, e.g., the specific web page address on the Platform;
 4. Information reasonably sufficient to permit us to contact the party alleging
    infringement, including an email address;
 5. A statement that the party alleging infringement has a good-faith belief
    that use of the copyrighted work in the manner complained of is not
    authorized by the copyright owner or its agent, or is not otherwise
    permitted under the law; and
 6. A statement that the information in the notification is accurate, and under
    penalty of perjury, that the party alleging infringement is authorized to
    act on behalf of the copyright owner of the work that allegedly has been
    infringed.

Please send this notification to our copyright agent at: Grubhub Holdings Inc.,
Attention: Copyright Agent, 111 West Washington Street, Suite 2100, Chicago,
Illinois 60602.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS
INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL
PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Grubhub and its
affiliates that your copyrighted material has been infringed. The preceding
requirements are intended to comply with Grubhub’s rights and obligations under
the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It
may be advisable to contact an attorney regarding your rights and obligations
under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Grubhub has adopted a
policy of terminating, in appropriate circumstances, users who are deemed to be
repeat infringers. Grubhub may also in its sole discretion limit access to the
Platform, the Services and/or terminate the Accounts of any users who infringe
any intellectual property rights of others, whether or not there is any repeat
infringement.


TERMINATION AND VIOLATIONS OF THE AGREEMENT

Your rights under this Agreement will terminate automatically without notice if
you fail to comply with any term of this Agreement. Further, Grubhub reserves
the right, in its sole and absolute discretion, to modify, suspend, or
discontinue at any time, with or without notice, the Platform and/or Services
offered on or through the Platform (or any part thereof), including but not
limited to the Platform's features, look and feel, and functional elements and
related Services. We will have no liability whatsoever on account of any change
to the Platform or any suspension or termination of your access to or use of the
Platform. You may terminate this Agreement at any time by closing your Account,
uninstalling all Mobile Application(s) (if applicable) and ceasing use of the
Platform and Services provided herein.

Upon termination of this Agreement for any reason or no reason: (1) your access
rights will terminate and you must immediately cease all use of the Platform and
Services; and (2) any provision of this Agreement that contemplates or governs
performance or observance subsequent to termination of this Agreement will
survive the termination of this Agreement, including without limitation the
following sections: (i) “Your Content and Conduct;” (ii) “Disclaimer;” (iii)
“Limitation of Liability;” (iv) “Important Note to New Jersey Consumers;” (v)
“Termination and Violations of this Agreement;” (vi) “Dispute Resolution;” (vii)
“Indemnification” and (viii) “Waiver and Severability.”

Grubhub reserves the right to seek all remedies available at law and in equity
for violations of the Agreement, including, without limitation, the right to
block access to the Platform and/or Services from a particular Account, device
and/or IP address.

You may not assign or transfer this Agreement or your rights under this
Agreement, in whole or in part, by operation of law or otherwise, without our
prior written consent. We may assign this Agreement in whole or in part at any
time to any entity without your notice or consent. Any purported assignment by
you in violation of this section shall be null and void. This Agreement binds
and inures to the benefit of each party and the party’s successors and permitted
assigns.


INDEMNIFICATION

You agree to indemnify and hold harmless Grubhub and its officers, directors,
employees, agents, and affiliates (each, an "Indemnified Party") from and
against any losses, liabilities, claims, actions, costs, damages, penalties,
fines and expenses, including without limitation attorneys’ and experts’ fees
and expenses, that may be incurred by an Indemnified Party arising out of or in
connection with: (i) Grubhub’s use of your User Content; (ii) your unauthorized
use of the Services, (iii) your breach of this Agreement; (iv) your actual or
alleged violation of any law, rule or regulation; (v) any third party’s access
or use of the Services using your Grubhub Account; or (vi) any dispute or issue
between you and any third party, including without limitation any Delivery
Partner or Merchant.


CHANGES TO THE AGREEMENT

We may change this Agreement from time to time and without prior notice to you.
If we make a change to this Agreement, it will be effective as soon as we post
it and the most current version of this Agreement will always be posted under
the "Terms of Use" link available on our Platform ("Updated Terms"). In addition
to posting the Updated Terms, we may elect to provide additional notice to you
of the Updated Terms, such as by sending an email to you or providing a notice
through the Platform and/or Services. You agree that you will review this
Agreement periodically and check the “Effective” date in this Agreement to stay
aware of any changes. By continuing to access and/or use the Platform and/or
Services after we post Updated Terms, you agree to be bound by the Updated
Terms, and if you do not agree to the Updated Terms, you will stop using the
Platform and/or accessing the Services. Except as otherwise provided in the
“Dispute Resolution” section, the Updated Terms will govern any disputes between
you and Grubhub, even if the dispute arises or involves facts dated before the
“Effective” date of the Updated Terms.


GOVERNING LAW

Except for the “Dispute Resolution” section below, the terms, conditions, and
policies contained in this Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its choice
or conflict of laws principles. The Federal Arbitration Act will govern the
interpretation and enforcement of the “Dispute Resolution” section.

Also, regardless of any statute or law to the contrary (and to the fullest
extent permitted by law), you must provide notice to Grubhub, pursuant to the
procedures in the “Dispute Resolution” section below, of any claim within one
year of its accrual, or your claim will be waived and barred.


VENUE

You and Grubhub agree that to the extent any dispute, claim, or controversy is
permitted to proceed in court (except for small claims court), it shall be
brought and heard exclusively in the state and federal courts of New York
County, New York.

The foregoing Governing Law and Venue provisions do not apply to the “Dispute
Resolution” section, and we refer you to that section for the applicable
provisions for such disputes.


DISPUTE RESOLUTION

PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY. IT LIMITS THE WAYS YOU
CAN SEEK RELIEF FROM GRUBHUB AND REQUIRES YOU TO ARBITRATE DISPUTES ON AN
INDIVIDUAL BASIS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS MORE
CIRCUMSCRIBED DISCOVERY AND APPELLATE REVIEW THAN THERE IS IN COURT.

I. Informal Dispute Resolution Procedure.

There might be instances when a Dispute (as defined below) arises between you
and Grubhub. In those instances, Grubhub is committed to working with you to
reach a reasonable resolution; however, we can only do this if we know about and
understand each other’s concerns. Therefore, for any Dispute that arises between
you and Grubhub, both parties acknowledge and agree that they will first make a
good faith effort to resolve it informally before initiating any formal dispute
resolution proceeding in arbitration or otherwise. This includes first sending a
written description of the Dispute to the other party. For any Dispute you
initiate, you agree to send the written description of the Dispute along with
the email address associated with your account to the following email address:
disputeresolution@grubhub.com. Your written description must be on an individual
basis and also provide at least the following information: your name; a detailed
description of the nature and basis of the Dispute, including any transaction
details; and the specific relief sought and how it was calculated. Your written
description must be personally signed by you. For any Dispute that Grubhub
raises, we will send our written description of the Dispute to the email address
associated with your account.

You and Grubhub then agree to negotiate in good faith about the Dispute. This
might include an informal telephonic dispute resolution conference between you
and Grubhub if such a conference is requested by Grubhub. If such an informal
telephonic dispute resolution conference takes place, it shall be individualized
such that a separate conference must be held each time either party intends to
commence individual arbitration; multiple individuals initiating claims cannot
participate in the same informal telephonic dispute resolution conference. If
either party is represented by counsel, that party's counsel may participate in
the informal telephonic dispute resolution conference, but the party also must
appear at and participate in the conference. This should lead to resolution, but
if for some reason the Dispute is not resolved satisfactorily within sixty (60)
days after receipt of the complete written description of the Dispute, you and
Grubhub agree to the further dispute resolution provisions below.

To reiterate, this informal dispute resolution process is a prerequisite and
condition precedent to commencing any formal dispute resolution proceeding. The
parties agree that any relevant limitations period and filing fee or other
deadlines will be tolled while the parties engage in this informal dispute
resolution process. A court shall have the authority to enjoin the filing or
prosecution of arbitrations based on a failure to comply with this Informal
Dispute Resolution Procedure. A party may raise non-compliance with this
Informal Dispute Resolution Procedure in court and/or in connection with the
arbitration.

II. Mutual Arbitration Agreement.

You and Grubhub agree that all claims, disputes, or disagreements that may arise
out of the interpretation or performance of this Agreement or payments by or to
Grubhub, or that in any way relate to your use of the Platform, the Materials,
the Services, and/or other content on the Platform, your relationship with
Grubhub, or any other dispute with Grubhub, (whether based in contract, tort,
statute, fraud, misrepresentation, or any other legal theory) (each, a
“Dispute”) shall be submitted exclusively to binding arbitration. Dispute shall
have the broadest possible meaning. This includes claims that arose, were
asserted, or involve facts occurring before the existence of this or any prior
Agreement as well as claims that may arise after the termination of this
Agreement. This Mutual Arbitration Agreement is intended to be broadly
interpreted.

Notwithstanding the foregoing, issues related to the scope, validity, and
enforceability of this Arbitration Agreement are for a court to decide. Also,
each party retains the right to (1) elect (at any time prior to the appointment
of an arbitrator) to have any claims heard in small claims court on an
individual basis for disputes and actions within the scope of such court’s
jurisdiction, provided the proceeding remains in small claims court and is not
removed or appealed to a court of general jurisdiction, and (2) seek injunctive
or other equitable relief in a court of competent jurisdiction to prevent the
actual or threatened infringement, misappropriation, or violation of a party's
copyrights, trademarks, trade secrets, patents, or other confidential or
proprietary information or intellectual property rights. For clarity, this
“Dispute Resolution” section does not alter, amend, or affect any of the rights
or obligations of the parties to any Grubhub Delivery Partner Agreement.

ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE
DISPUTE. RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED
IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND GRUBHUB ARE EACH
WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

III. Class Action and Collective Relief Waiver.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS
SET OUT IN SECTION VII BELOW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY
DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS, JOINT, COLLECTIVE OR
CONSOLIDATED BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE
GENERAL PUBLIC, OR AS A PRIVATE ATTORNEY GENERAL OR FOR PUBLIC INJUNCTIVE
RELIEF. UNLESS BOTH YOU AND GRUBHUB OTHERWISE AGREE IN WRITING, THE ARBITRATOR
MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS (EXCEPT AS SET OUT IN SECTION
VII BELOW), AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS, JOINT,
COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF
(INCLUDING ANY DECLARATORY OR INJUNCTIVE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL
PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL
PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS
NOT A PARTY TO THE PROCEEDING.

THIS CLASS ACTION AND COLLECTIVE RELIEF WAIVER IS AN ESSENTIAL PART OF THIS
“DISPUTE RESOLUTION” SECTION, AND IF IT IS DEEMED INVALID OR UNENFORCEABLE WITH
RESPECT TO A PARTICULAR CLAIM OR DISPUTE, NEITHER YOU NOR GRUBHUB IS ENTITLED TO
ARBITRATION OF SUCH CLAIM OR DISPUTE. NOTWITHSTANDING THE FOREGOING, IF A COURT
DETERMINES THAT THE CLASS ACTION AND COLLECTIVE RELIEF WAIVER IS NOT ENFORCEABLE
AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF OR A REQUEST FOR PUBLIC
INJUNCTIVE RELIEF AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE
DECISION IS OTHERWISE FINAL), THEN THE PARTIES AGREE THAT THAT PARTICULAR CLAIM
OR REQUEST FOR RELIEF MAY PROCEED IN COURT BUT SHALL BE STAYED PENDING
ARBITRATION OF THE REMAINING CLAIMS AND REQUESTS FOR RELIEF.

IV. Arbitration Rules.

The arbitration will be administered by the American Arbitration Association
("AAA"). Except as modified by this “Dispute Resolution” section, the AAA will
administer the arbitration in accordance with either (A) the Commercial
Arbitration Rules then in effect, or (B) the Consumer Arbitration Rules then in
effect if the matter involves a “consumer” agreement as defined by Consumer
Arbitration Rule R-1 (together, the "Applicable AAA Rules"). The Applicable AAA
Rules are available at https://www.adr.org/Rules or by calling the AAA at
1-800-778-7879. If AAA is unavailable or unwilling to administer an arbitration
consistent with this “Dispute Resolution” section as written, the parties will
select an alternative arbitration provider that will administer the arbitration
consistent with this “Dispute Resolution” section as written. If the parties
cannot agree on an alternative arbitration provider, the parties shall mutually
petition a court of appropriate jurisdiction to appoint an arbitration provider
that will administer an arbitration consistent with this “Dispute Resolution”
section as written.

V. Arbitration Process.

If after sixty (60) days the Informal Dispute Resolution Procedure above is
unsuccessful in resolving the parties’ dispute, a party who desires to initiate
arbitration must provide the other party with a written Demand for Arbitration
as specified in the Applicable AAA Rules. (The AAA provides applicable forms for
Demands for Arbitration available at
https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial
Arbitration Rules) and
https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf
(Consumer Arbitration Rules), and a separate affidavit for waiver of fees for
California residents only is available at
https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf.) If you initiate
arbitration, you shall certify that you have complied with the Informal Dispute
Resolution Procedure above and personally sign your Demand for Arbitration. The
arbitration will be conducted by a single arbitrator. The arbitrator will be
either a retired judge or an attorney licensed to practice law in the state or
county in which you reside. The parties will first attempt to agree on an
arbitrator. If the parties are unable to agree upon an arbitrator within
twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the
AAA will appoint the arbitrator in accordance with the AAA Rules.

VI. Arbitration Location and Procedure.

Unless you and Grubhub otherwise agree, the arbitration will be conducted in the
county where you reside. If the amount in controversy does not exceed $10,000
and you do not seek injunctive or declaratory relief, then the arbitration will
be conducted solely on the basis of documents you and Grubhub submit to the
arbitrator, unless a party requests a hearing and the arbitrator determines that
a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks
declaratory or injunctive relief, the right to a hearing will be determined by
the Applicable AAA Rules. Subject to the Applicable AAA Rules, the arbitrator
will have the discretion to direct a reasonable exchange of information by the
parties, consistent with the expedited nature of the arbitration. Unless
otherwise prohibited by law or agreed by the parties, all arbitration
proceedings and all related records will be confidential and closed to the
public and any parties other than you and Grubhub, except as necessary to obtain
court confirmation of the arbitration award.

VII. Batch Arbitration.

To increase the efficiency of administration and resolution of arbitrations, in
the event 100 or more similar arbitration demands presented by or with the
assistance or coordination of the same law firm or organization are submitted to
AAA or another arbitration provider (if AAA is unavailable) against Grubhub, the
arbitration provider shall (i) administer the arbitration demands in batches of
100 demands per batch (to the extent there are fewer than 100 arbitration
demands left over after the batching described above, a final batch will consist
of the remaining demands); (ii) designate a single, different arbitrator for
each batch (unless the parties agree otherwise); and (iii) provide for a single
filing set of fees (for example, if AAA is the arbitration provider, one filing
fee, case management fee, and arbitrator compensation fee) due per side per
batch. You agree to cooperate in good faith with Grubhub and the arbitration
provider to implement such a “batch approach” or other similar approach to
provide for an efficient resolution of claims, including the payment of single
filing and administrative fees for batches of claims. This “Batch Arbitrations”
provision shall in no way be interpreted as authorizing class arbitration of any
kind. Grubhub expressly reserves its right to raise unique defenses as to each
claimant in connection with this process.

VIII. Arbitrator's Decision.

The arbitrator will render an award within the time frame specified in the
applicable AAA Rules. The arbitrator's decision will include the essential
findings and conclusions upon which the arbitrator based the award. Judgment on
the arbitration award may be entered in any court having jurisdiction thereof.
The arbitrator will have the authority to award monetary damages on an
individual basis and to grant, on an individual basis, any non-monetary remedy
or relief available to an individual to the extent available under applicable
law, the arbitral forum’s rules, and this Agreement. The arbitrator's award of
damages and/or other relief must be consistent with section III above and also
must be consistent with the terms of the "Limitation of Liability" section above
as to the types and the amounts of damages or other relief for which a party may
be held liable. The arbitrator’s award shall be binding only between the parties
to the arbitration proceeding and shall have no preclusive effect in any other
arbitration or other proceeding involving a different party.

Attorneys’ fees will be available to the prevailing party in the arbitration
only if authorized under applicable substantive law governing the claims in the
arbitration. The arbitrator shall apply the provisions of Federal Rule of Civil
Procedure 68 after the arbitration award is entered. If the arbitrator finds
that either the substance of a claim or the relief sought in a Demand for
Arbitration was frivolous or was brought for harassment or an improper purpose
(as measured by the standards set forth in Federal Rule of Civil Procedure
11(b)), the arbitrator may award attorneys’ fees, costs and expenses in favor of
a party.

IX. Fees.

Your responsibility to pay any AAA filing, administrative, and/or arbitrator
fees will be solely as set forth in the applicable AAA Rules (as modified by
section VII above). If, however, you are able to demonstrate that the costs of
arbitration will be prohibitive for you as compared to the costs of litigation,
Grubhub will reimburse as much of the filing, administration, and/or arbitrator
fees as the arbitrator deems necessary to prevent the arbitration from being
cost-prohibitive to you.

X. Right to Opt-Out of Arbitration.

Grubhub’s updates to this Agreement do not provide you with a new opportunity to
opt out of the Mutual Arbitration Agreement if you previously agreed to an
Agreement and did not validly opt out of arbitration. Grubhub will continue to
honor any valid opt outs if you opted out of the Arbitration Agreement in a
prior version of the Agreement. If you create a Grubhub account for the first
time on or after December 14, 2021, you may opt out of this Mutual Arbitration
Agreement. To opt out, you must notify Grubhub in writing no later than 30 days
after first becoming subject to this Mutual Arbitration Agreement. Your notice
must include your name and address, the email address you currently use to
access your Grubhub Account (if you have one), and a clear statement that you
want to opt out of this Mutual Arbitration Agreement. You must send your opt-out
notice to: disputeresolution@grubhub.com. 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 Grubhub or may enter into in the
future with Grubhub.

XI. Changes.

Grubhub reserves the right to change this "Dispute Resolution" section. If
Grubhub changes this "Dispute Resolution" section after the date you first
accepted this Agreement (or accepted any subsequent changes to this Agreement),
you agree that your continued use of the Platform or Services after such change
will be deemed acceptance of those changes. If you do not agree to such change,
you may reject any such change by providing Grubhub written notice of such
rejection by mail or hand delivery to: Grubhub, Attn: Dispute Resolutions, 111
West Washington Street, Suite 2100, Chicago, Illinois 60602, or by email from
the email address associated with your account to:
disputeresolution@grubhub.com, within 30 days of the date such change became
effective, as indicated in the "Effective" date above. In order to be effective,
the notice must include your full name and clearly indicate your intent to
reject changes to this "Dispute Resolution" section. By rejecting changes, you
are agreeing that you will arbitrate any dispute between you and Grubhub in
accordance with the provisions of this "Dispute Resolution" section as of the
date you first accepted this Agreement (or accepted any subsequent changes to
this Agreement, as applicable).


WAIVER AND SEVERABILITY

Any waiver by Grubhub of any term of this Agreement must be in writing. Except
as otherwise provided in this Agreement (see “Dispute Resolution” section III),
if any portion of this Agreement is found to be void, invalid, or otherwise
unenforceable, then that portion shall be deemed to be severable and, if
possible, modified or replaced by a valid, enforceable provision that matches
the intent of the original provision as closely as possible. The remainder of
this Agreement shall continue to be enforceable and valid according to the terms
contained herein.


ENTIRE AGREEMENT

This Agreement, together with any amendments and any additional agreements you
may enter into with Grubhub in connection with the Platform and the Services
hereunder, shall constitute the entire agreement between you and Grubhub
concerning the Platform, any orders placed through the Platform, and the
Services hereunder.


CONTACT

If you have any questions regarding this Agreement or the Platform, please visit
our "Help" page for answers and our contact information.


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