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EZCATER TERMS OF USE

LAST MODIFIED: NOVEMBER 21, 2022

PLEASE NOTE THAT DISPUTES ABOUT THESE TERMS OF USE AND THE EZCATER PLATFORM ARE
SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS, AS DETAILED
IN SECTION 18 BELOW .

1. ACCEPTANCE OF THIS AGREEMENT

These Terms of Use (the “Terms”) apply to the website www.ezcater.com and all
related mobile site(s) and mobile app(s) provided by ezCater, Inc. (“ezCater,”
“we,” “us,” or “our”), any other websites or mobile apps that link to these
Terms, and all other services relating to your use of those websites and apps,
such as our customer care services (collectively, our “Platform”). These Terms
are a binding contract between you and ezCater. This means that if you access or
use our Platform, you acknowledge and agree that you (as well as any of your
heirs or persons to whom you have assigned your legal rights) (collectively
“you”) are telling us that you have read, understand, and agree to be bound by
these Terms and to comply with all applicable laws and regulations relating to
your access and use of the Platform.

If you use the Platform on behalf of an entity or organization, you represent
and warrant that you have the authority to bind that entity to these Terms, your
acceptance of the Terms will be deemed an acceptance by that entity or
organization, and that references to “you” and “your” in these Terms (except for
in this sentence) refer to that entity or organization.

You also agree to any additional terms applicable to specific services and/or
features that are a part of, or may be from time to time, made a part of, the
Platform (collectively, the “Additional Terms”). Subject to applicable law, the
Additional Terms are a part of these Terms and are expressly incorporated herein
by this reference. If you do not agree to these Terms, you may not use the
Platform.

2. DESCRIPTION AND LIMITATIONS OF OUR PLATFORM; FOOD PROVIDERS AND DELIVERERS
ARE INDEPENDENT

We provide a technology platform and associated support services that make it
easier for you to search, select and order food for pick-up or delivery.

We are not a caterer, restaurant, or other food preparer (each a “Food
Provider”). The Food Providers available through our Platform are independent of
ezCater and are subject to laws, rules, regulation, and standards regarding
their businesses and services.

We also are not a delivery service and instead rely upon the Food Providers and
other providers of delivery services to deliver food ordered through our
Platform (each a “Deliverer”). Those Deliverers are independent of ezCater and
are subject to laws, rules, regulations and standards regarding their businesses
and services.

We do not verify, and are not responsible for, any Food Provider’s or
Deliverer’s compliance with the laws, rules, regulations, and standards
regarding their businesses and services. We do not assess or guarantee the
quality or suitability of any Food Provider’s food, products, services, menus,
descriptions or other disclosures or of any Deliverer’s services, and we are not
responsible for any Food Provider’s or Deliverer’s acts or omissions.

You understand and agree that ezCater is not liable for any losses, damages,
liabilities, lawyers’ fees, or other expenses caused by the acts or omissions of
a Food Provider or Deliverer. That said, we strive to work with Food Providers
and Deliverers that our customers value, so if you have any questions, comments,
or concerns about a Food Provider or Deliverer, we encourage you to email us at
support@ezcater.com.

3. ELIGIBILITY

To use the Platform, you must be—and you represent and warrant that – (i) you
are at least 18 years of age, (ii) neither you nor any organization on whose
behalf you are using the Platform has been previously been banned or removed
from the Platform, and (iii) you have the ability and authority to agree to
these Terms.

4. ACCOUNT REGISTRATION AND USE

4.1 Account Registration and Confidentiality. You are required to create an
account to use parts of the Platform. During the registration process for your
account, you must provide us with your email address and a password (that
together will serve as your login credentials) and you may be required to
provide additional information, such as your name, phone number and/or a credit
card number. You understand and agree that it is your responsibility to ensure
that your password remains confidential and secure. You also agree to keep all
of the information you provide us up-to-date.

4.2 Unauthorized Account Use. You are responsible for notifying us if you become
aware of any unauthorized use of or access to your account. To notify us, please
email us at support@ezcater.com. You understand and agree that we may require
you to provide information that may be used to confirm your identity and help
ensure the security of your account. By creating an account with us, you agree
that you are fully responsible for all activities that occur under your login
credentials and that we may assume that any communications we receive through
your account have been made by you.

5. INTELLECTUAL PROPERTY OWNERSHIP

The Platform, and all materials contained in and on the Platform, including all
intellectual property rights in the Platform, are the sole and exclusive
property of us and our licensors. Except for the limited license expressly
granted by us to you under these Terms, no other rights or licenses are granted
to you under these Terms, either expressly, by implication or otherwise. All
rights not expressly granted by us in these Terms are expressly reserved.

6. USER CONTENT AND SUBMISSIONS

6.1 User Content and Posts. The Platform may enable you to submit, post, upload,
or otherwise make available (collectively, "Post") content, such as reviews,
photos, ratings, and other content such as comments, ideas, and other feedback
(collectively, "User Content"). User Content may be viewable by other users and
may include information about you.

6.2 Our License to User Content. When you Post User Content on or through the
Platform (including ratings and reviews), you grant us a world-wide, perpetual,
irrevocable, royalty-free, non-exclusive, and sub-licensable license to use,
copy, distribute, reproduce, modify, edit, adapt, publicly perform or display,
create derivative works from, sell, lease, and transmit such User Content, in
whole or in part, in any format or medium, including for promoting and
redistributing part or all of the Platform in any media formats and through any
media channels. Notwithstanding the foregoing, our use of your information shall
be governed by the ezCater Privacy Policy.

6.3 User Content Representations. You acknowledge and agree that all User
Content that you Post is your responsibility. You represent that you have all
required rights to Post or transmit such User Content without violation of any
third-party rights. You understand that we do not control, and are not
responsible for, User Content, and that by using the Platform, you may be
exposed to User Content from other users that is offensive, indecent,
inaccurate, misleading, or otherwise objectionable. Please also note that User
Content may contain typographical errors or other errors. You agree that you
will indemnify, defend, and hold harmless us for all claims resulting from User
Content you Post. We reserve the right, at our own expense, to assume the
exclusive defense and control of such disputes, and in any event you will
cooperate with us in asserting any available defenses.

6.4 User Content Review and Use. You acknowledge and agree that we and our
designees may, at our discretion, pre-screen User Content before its appearance
on the Platform. However, we do not assume any obligation to pre-screen User
Content. You further acknowledge and agree that we reserve the right (but do not
assume the obligation) in our sole discretion to reject, move, edit or remove
any User Content for any reason, in our sole discretion. You acknowledge and
agree that we do not verify, adopt, ratify, or sanction User Content, and you
agree that you must evaluate and bear all risks associated with your use of and
reliance on User Content.

6.5 Ratings and Reviews. When you Post a rating or review about a Food Provider
or Deliverer, you shall ensure that (i) your rating or review is based on your
first-hand experience with the Food Provider or Deliverer within the thirty (30)
days prior to your rating or review; (ii) you do not have a proprietary or other
affiliation with the Food Provider, Deliverer, or any of their competitors;
(iii) you do not draw any legal conclusions regarding the Food Provider’s or
Deliverer’s products, services, or conduct; and (iv) your review complies with
these Terms. We may remove any rating or review if we determine, in our sole
discretion, that it violates these Terms or diminishes the integrity of the
ratings and reviews.

7. COMMUNICATIONS

You consent to accept and receive communications from us, including e-mail,
calls, push notifications and text messages to the cellular telephone number you
provide to us. These communications may be generated by automatic telephone
dialing systems which may deliver prerecorded messages. Any text messages we
send to you are subject to our SMS Terms & Conditions. You may opt-out of
receiving certain communications by following the unsubscribe options we provide
to you. You acknowledge that opting out of receiving communications may impact
your use of the Platform.

8. PAYMENTS

8.1 Payment Authorization. You authorize us or our third party payment processor
to charge all amounts owed for orders you place to the payment method you
specify at the time of purchase. If you pay any amounts with a credit card, we
or our payment processor 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. We and our third party payment processor
act as agents of the Food Provider in processing payments for purchases. Your
obligation to the Food Provider for all amounts owed for your order will be
deemed satisfied upon receipt by us or our payment processor of your payment
amount (except for your obligations in the event of a chargeback or other
payment reversal).

8.2 Cancellations; No Shows. If you cancel your order, you may be charged some
or all of the amount of the order, depending on the policy of the Food Provider.
On behalf of your Food Provider, we also reserve the right to charge you (or
cause our third party payment processor to charge you) the full amount of the
order, if you, or the person you designate, is not at the delivery location you
specify when the order is delivered or if you fail to pick up a “take-out” or
“pick-up” order from a Food Provider.

8.3 Refunds. Any payments you make are final and non-refundable.

8.4 Other Fees. We reserve the right to establish, remove, and/or revise fees,
or other amounts for any or all services or features we provide through the
Platform

8.5 Rewards Program. We currently offer the ezRewards loyalty program where you
can earn points for purchases of goods or services or other activities (the
“Rewards Program”). In our discretion, we may also distribute points for other
reasons from time to time. Points may be redeemed for certain non-cash rewards
that we may offer from time to time, are non-transferrable, may not be resold,
and are not redeemable for cash. You may review the terms and conditions of the
Rewards Program in your ezCater account. You agree we may change the terms and
conditions of the Rewards Program, terminate the Rewards Program, or expire,
deduct, limit, or modify your Rewards Program points at any time for any reason,
including in the event we determine or believe that your participation in the
Rewards Program was in error, fraudulent, illegal, or otherwise in violation of
these Terms.

8.6 Courtesy/Promotional Credits and Other Discounts, Promotions and Offers.
From time to time, we may offer courtesy/promotional credits or other discounts,
promotions or offers. Any courtesy/promotional credits that you receive may only
be used to purchase goods or services, are non-transferrable and are not
redeemable for cash. Other discounts, promotions or offers are also
non-transferrable and are not redeemable for cash. We reserve the right to
expire, limit, or modify any courtesy/promotional credits or other discounts,
promotions or offers at any time. If your account is cancelled for any or no
reason, you may forfeit any pending, current, or future credits and any other
forms of unredeemed value in or associated with your account without prior
notice to you.

9. LICENSE AND PROHIBITED CONDUCT

9.1 Your License. As long as you comply with these Terms and we have not
otherwise revoked your right, we grant you a limited, non-exclusive,
non-sublicensable, non-transferable, and revocable right to access and use the
Platform only in a manner that complies with all legal requirements that apply
to you or your use of the Platform, including the ezCater Privacy Policy and
these Terms. We may revoke this license at any time, in our sole discretion, for
any or no reason. Upon any such revocation, you must immediately cease all
access and use of the Platform. In addition, at our request you must you will
destroy all materials downloaded or otherwise obtained from the Platform, as
well as all copies of such materials, whether made in accordance with these
Terms or otherwise.

9.2 Prohibited Uses. Use of the Platform for any illegal purpose—or for any
other purpose not expressly permitted in these Terms—is strictly prohibited.
Without limitation, you will not use the Platform to:

 * Post User Content that: (i) harasses, abuses, or threatens any other person,
   or that contains obscene content; (ii) is false, misleading, or inaccurate;
   (iii) degrades or discriminates against others on the basis of gender, race,
   class, ethnicity, national origin, religion, sexual preference, disability,
   or any other classification; (iv) is indecent, offensive, harassing, violent,
   hateful, inflammatory, unlawful, harmful, tortious, defamatory, libelous, or
   invasive of another’s privacy; (v) promotes sexually explicit or pornographic
   material, violence, or any illegal acts; (vi) infringes the legal rights of
   any person or contain any material that could give rise to any civil or
   criminal liability under applicable laws or regulations or that otherwise may
   be in conflict with these Terms; or (vii) gives the impression that it
   emanates from or is endorsed by us or any other person or entity, if this is
   not the case;
 * Promote any commercial purpose, such as to benchmark or compile information
   for a product or service;
 * Copy, download (other than through page caching for personal use, or as
   otherwise expressly permitted by these Terms), modify, distribute, post,
   transmit, display, perform, reproduce, broadcast, “mirror,” duplicate,
   publish, republish, upload, license, reverse engineer, create derivative
   works from, or offer for sale any content or other information contained on
   or obtained from or through the Platform, by any means except as provided for
   in these Terms or with our prior written consent;
 * Scrape, access, monitor, index, frame, link, or copy any content or
   information by accessing the Platform in an automated way, using any robot,
   spider, scraper, web crawler, or any other method of access other than
   manually accessing the publicly-available portions of the Platform through a
   browser or accessing the Platform through any API provided or approved by us;
 * Breach the restrictions in any robot exclusion headers of the Platform, if
   any, or bypass or circumvent other measures employed to prevent or limit
   access to the Platform;
 * Advocate illegal activity or discuss illegal activities with the intent to
   commit them;
 * Engage in money laundering or any other fraudulent activity;
 * Make available any material that contains any software, device, instructions,
   computer code, files, programs, and/or other content or features designed to
   interrupt, destroy, harm, or limit the functionality of any computer software
   or hardware or telecommunications equipment (including without limitation any
   time bomb, virus, malware, software lock, worm, self-destruction,
   drop-device, malicious logic, Trojan horse, trap door, “disabling,” “lock
   out,” “metering” device or any malicious code);
 * Do anything that could disable, overburden, or impair the proper working of
   the Platform;
 * Impede or otherwise prohibit communication or disrupt user discussion;
 * Post, utilize, or otherwise make available any other party’s intellectual
   property, unless you have the right to do so, or remove or alter any
   copyright, trademark, or other proprietary notice contained on the Platform;
 * Post any trade secrets or other confidential information, or any material
   that you do not have a right to make available under any law or contractual
   relationships;
 * Falsely state or otherwise misrepresent your affiliation with a person or
   entity;
 * Impersonate any person or entity in a manner that does not constitute parody;
 * Solicit personal or sensitive information from other users;
 * Send spam, commercial electronic messages, or other advertisements or
   solicitations, surveys, contents, pyramid schemes, promote commercial
   entities, or otherwise engage in commercial activity on or through the
   Platform;
 * Violate, or facilitate violations of, these Terms, ezCater Privacy Policy, or
   any guidelines or policies posted by us; and/or
 * Interfere with any other party’s use and enjoyment of the Platform.

10. LEGAL COMPLIANCE

You acknowledge, consent, and agree that we may access, preserve, and disclose
your information and/or any User Content you submit or make available for
inclusion on the Platform, if required to do so by law or in a good faith belief
that such access, preservation, or disclosure is permitted by law or by our
Privacy Policy.

11. PRIVACY

For information about how we collect, use, and share the data we collect from
and about you, please see our Privacy Policy, which is incorporated by reference
into these Terms.

12. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the
limitation or exclusion of liability for damages such as below in the section
entitled “Warranties, Disclaimers, and Limitation of Liability.” Accordingly,
some of the below limitations may not apply to you. If you are a resident of a
U.S. state that does not permit the exclusion of certain warranties and
liabilities, then the limitations in the “Warranties, Disclaimers, and
Limitation of Liability” section below will apply to you to the extent permitted
by law.

If you are a resident of New Jersey, the provisions in subsection 13.2 below
apply to you to the extent permitted by law.

13. WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY

13.1 Disclaimer of Warranties. THE PLATFORM IS PROVIDED "AS IS" AND "AS
AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EZCATER
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,
NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN
ADDITION, EZCATER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE
RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR
COMPLETENESS OF THE PLATFORM OR ANY SERVICES OR PRODUCTS REQUESTED THROUGH THE
USE OF THE PLATFORM, OR THAT YOUR USE OF THE PLATFORM WILL BE SECURE,
UNINTERRUPTED OR ERROR-FREE (INCLUDING THAT THE PLATFORM OR THE SERVER(S) THAT
MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS).

EZCATER DOES NOT ASSESS OR GUARANTEE THE QUALITY, SUITABILITY, LEGALITY, SAFETY
OR ABILITY OF FOOD PROVIDERS, DELIVERERS OR OTHER THIRD-PARTY PROVIDERS. EZCATER
RELIES UPON FOOD PROVIDERS TO PROVIDE ACCURATE CALORIC, ALLERGEN AND DIETARY
INFORMATION AND GENERAL PRODUCT SAFETY. EZCATER RELIES UPON DELIVERERS TO
PACKAGE, TRANSPORT AND DELIVERFOOD SAFELY AND IN ADHERENCE TO FOOD SAFETY CODES.
IN ADDITION, EZCATER DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION
ACCESSIBLE THROUGH THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR
ERROR-FREE, INCLUDING WITHOUT LIMITATION MENUS, NUTRITIONAL, CALORIC, AND
ALLERGEN INFORMATION, PHOTOS, FOOD QUALITY OR DESCRIPTIONS, PRICING, HOURS OF
OPERATION, DELIVERY AVAILABILITY OR DELIVERY AREAS, OR REVIEWS. ALL CONTENT IS
PROVIDED FOR INFORMATIONAL PURPOSES ONLY. YOU AGREE THAT THE ENTIRE RISK ARISING
OUT OF YOUR USE OF THE PLATFORM, INFORMATION PROVIDED ON THE PLATFORM, AND ANY
SERVICE OR PRODUCT REQUESTED THROUGH THE PLATFORM, INCLUDING FOOD PRODUCT AND
DELIVERY SERVICES, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED
UNDER APPLICABLE LAW.

13.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO
EVENT (INCLUDING NEGLIGENCE) SHALL EZCATER OR ITS AFFILIATES, OR ANY OF THEIR
RESPECTIVE STOCKHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER
REPRESENTATIVES, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES,
WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR
OTHERWISE (INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOSS OF PROFITS,
DATA, USE, REVENUE OR REPUTATION OR COSTS OF OBTAINING SUBSTITUTE GOODS OR
SERVICES), ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON THE
SERVICES PROVIDED ON OR THROUGH THE PLATFORM, YOUR INABILITY TO ACCESS OR USE
THE PLATFORM, ANY CONTENT, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE
PLATFORM, OR ANY LINK PROVIDED ON THE PLATFORM, WHETHER OR NOT EZCATER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY,
CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY,
VIOLATION OF STATUTE, OR OTHERWISE. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL
NOT EXCEED THE AMOUNT PAID BY YOU FOR THE FOOD SERVICES YOU HAVE PURCHASED
THROUGH THE PLATFORM TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE
TO A FOOD SERVICE, $100.

13.3 Reasonability of Disclaimers and Limitations. YOU AND WE AGREE THAT THE
DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE
MATERIAL, BARGAINED-FOR BASES OF THESE TERMS, AND THAT THEY HAVE BEEN TAKEN INTO
ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THESE
TERMS AND IN THE DECISION BY EACH PARTY TO ENTER INTO THESE TERMS. YOU AND WE
AGREE THAT THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY IN THESE
TERMS ARE FAIR AND REASONABLE. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR DO
NOT AGREE TO ANY PROVISIONS OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO
DISCONTINUE USING THE PLATFORM, EXCEPT AS MAY BE OTHERWISE PROVIDED FOR IN THESE
TERMS.

13.4 California Waiver. If you are a California resident, you hereby waive
California Civil Code § 1542, which says: “A general release does not extend to
claims that the creditor or releasing party does not know or suspect to exist in
his or her favor at the time of executing the release and that, if known by him
or her, would have materially affected his or her settlement with the debtor or
released party.” This release includes the criminal acts of others.

14. INDEMNITY

TO THE FULL EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD
EZCATER AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS,
AFFILIATES, AND REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE
FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT
LIMITATION REASONABLE LAWYERS' FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY
IN CONNECTION WITH OR ARISING OUT OF (i) YOUR USE OF THE PLATFORM; (ii) YOUR
CONNECTION TO THE PLAFORM; (iii) YOUR VIOLATION OF THESE TERMS OR THE EZCATER
PRIVACY POLICY; (iv) YOUR VIOLATION OF AN APPLICABLE LAW; (v) YOUR SUBMISSION,
POSTING, OR TRANSMISSION OF USER CONTENT TO THE PLATFORM; AND/OR (vi) YOUR
VIOLATION OF ANY RIGHTS OF ANOTHER.

WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND
CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN
ASSERTING ANY AVAILABLE DEFENSES.

15. THIRD-PARTY LINKS AND SERVICES

The Platform may provide (i) information and content provided by third parties
(for example, Food Providers); (ii) links to third-party websites or resources
(for example, links to our or other’s social media pages); and (iii) third-party
products and services for sale directly to you (for example, food prepared by
Food Providers). ezCater is not responsible for the availability of such
external sites or resources, and does not endorse and is not responsible or
liable for (x) any content, advertising, products, or other materials on or
available from such third parties; (y) any errors or omissions by such third
parties; or (z) any information handling practices or other business practices
of such third parties. You further acknowledge and agree that ezCater shall not
be responsible or liable, directly or indirectly, for any damage or loss caused
or alleged to be caused by or in connection with use of or reliance on any
third-party websites, products, services, or other resources. Your interactions
with such third parties will be governed by the third parties’ own terms of
service, privacy policy, and any other similar terms.

16. MODIFICATION AND TERMINATION

16.1 Modification of Platform. We reserve the right at any time to modify or
discontinue, temporarily or permanently, the Platform or any part thereof. We
may do this with or without providing notice to you of the modification or
discontinuance. We will not be liable to you or any third party for any
modification, suspension, or discontinuance of the Platform.

16.2 Termination. We may, in our sole and absolute discretion, terminate,
suspend, or otherwise deny your access to all or part of the Platform at any
time. If we terminate your right to access the Platform, these Terms will
terminate, and all rights you have to access the Platform will immediately
terminate. Even if these Terms terminate, certain provisions of these Terms will
still apply post termination, including without limitation the “Mandatory
Arbitration and Class Action Waiver” provisions. Termination of your account may
also include, at our sole discretion, the deletion of your account and/or User
Content. If we delete your account or User Content, you will not be able to
retrieve any information related to your account except as required by
applicable law.

17. NOTICE OF INTELLECTUAL PROPERTY INFRINGEMENT

We respect the intellectual property of others and require you to do the same.
For this reason, it is our policy to terminate the account of a user who is
deemed to infringe third-party intellectual property rights and/or to remove
User Content that is deemed to be infringing. If you believe that your work has
been copied in a way that constitutes copyright infringement and is displayed on
the Platform, please send a written notice to our Copyright Agent at the address
below that includes all of the following information.

 i.   An electronic or physical signature of the person authorized to act on
      behalf of the owner of the copyright or other intellectual property
      interests. For example, if you are the owner of a copyright, your notice
      to us must include your signature.
 ii.  A description of your copyrighted work or other intellectual property that
      you claim has been infringed. For example, this means that you could
      include a written description of the work you believe to be infringed or,
      for images, you could also copy-paste the image of the work you believe to
      be infringed into your notice to us.
 iii. A description of where the material you claim is infringing is located on
      the Platform. For example, providing us with a website URL or screenshot
      of the relevant page of our mobile app is the quickest way to help us
      locate content quickly.
 iv.  Your address, telephone number, and email address.
 v.   A statement by you that you have a good faith belief that the disputed use
      is not authorized by the copyright owner, its agent, or the law.
 vi.  A statement by you made under penalty of perjury that the above
      information in your notice is accurate and that you are the copyright or
      intellectual property owner or authorized to act on the copyright or
      intellectual property owner’s behalf.

We include the information in this section solely to comply with our rights and
obligations under the Digital Millennium Copyright Act (“DMCA”) and other
applicable law. However, you should not construe this section as legal advice to
you. You should only send your notice to us after consulting with your legal
counsel. Please also note that, pursuant to 17 U.S.C. § 512(c), any person who
knowingly materially misrepresents that material or activity is infringing may
be subject to liability.

Our copyright agent can be reached as follows:

ezCater, Inc.
Attn: Copyright Agent
40 Water Street, 5th Floor
Boston, MA 02109
copyright@ezcater.com


The above contact information is for intellectual property infringement notices
only. DO NOT CONTACT OUR COPYRIGHT AGENT FOR OTHER INQUIRIES OR QUESTIONS. For
other inquiries or questions, please email us at support@ezcater.com.

ezCater and Relish by ezCater are not affiliated with Relish Catering, Relish
Catering + Hospitality, the social media handles: @relishcatererny (Instagram),
@RelishCaterers (Facebook), @relishcaterers (Pinterest), and @RelishCatererNY
(Twitter), and the website www.relishcaterers.com.

18. MANDATORY ARBITRATION AND CLASS ACTION WAIVER FOR RESIDENTS OF THE UNITED
STATES

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR
RIGHT TO FILE A LAWSUIT IN COURT.

18.1 Application. You and ezCater agree that these Terms affect interstate
commerce and that the U.S. Federal Arbitration Act governs the interpretation
and enforcement of these arbitration provisions. This section entitled
“Mandatory Arbitration and Class Action Waiver for Residents of the United
States” is intended to be interpreted broadly and governs any and all disputes
between you and ezCater. Any and all disputes may include, but are not limited
to (i) claims arising out of or relating to any aspect of the relationship
between you and ezCater, whether based in contract, tort, statute, fraud,
misrepresentation or any other legal theory; (ii) claims that arose before these
Terms or any prior agreement (including, but not limited to, claims related to
advertising); and (iii) claims that may arise after the termination of these
Terms. The only disputes excluded from the broad prohibition in this subsection
entitled “Application” are the litigation of certain intellectual property and
small court claims, as provided in the subsection entitled “Exception” below.

18.2. Initial Dispute Resolution. Most disputes can be resolved without
resorting to arbitration. If you have any dispute with us, you agree that you
will try to resolve your dispute directly with us before taking any formal
action, by contacting us at the address or email address set forth in Section 22
below. When you contact us, you must provide a brief, written description of the
dispute and your contact information. If you have an account with us, you must
include the email address associated with your account. Except for intellectual
property and small claims court claims (see the subsection entitled “Exception”
below), you and ezCater agree to use good faith efforts to resolve any dispute,
claim, question, or disagreement directly through consultation with each other.
You and ezCater agree to engage in good faith discussions before initiating a
lawsuit or arbitration and understand that good faith discussions are a
precondition of initiating a lawsuit or arbitration.

18.3 Binding Arbitration. If the parties do not reach an agreed-upon solution
within a period of sixty (60) days from the time informal dispute resolution is
initiated under the Initial Dispute Resolution provision above, then either
party may initiate binding arbitration as the sole means to resolve claims
(except as provided in the subsection entitled “Exception” below), as long as
the party agrees with the terms set forth below. Specifically, all claims
arising out of or relating to these Terms (including the Terms’ formation,
performance, and breach), the parties' relationship with each other, and/or your
use of ezCater shall be finally settled by binding arbitration administered by
JAMS in accordance with either (i) the JAMS Streamlined Arbitration Procedure
Rules, for claims that do not exceed $250,000; or (ii) the JAMS Comprehensive
Arbitration Rules and Procedures, for claims exceeding $250,000. The JAMS rules
and procedures just identified shall be those effect at the time the arbitration
is initiated (not the Last Modified date of these Terms), excluding any rules or
procedures governing or permitting class actions.

18.4 Arbitrator’s Powers. The arbitrator (and not any federal, state, or local
court or agency) shall have exclusive authority to resolve all disputes arising
out of or relating to the interpretation, applicability, enforceability, or
formation of these Terms. Such disputes may include, but are not limited to, any
claim that all or any part of these Terms is void or voidable, whether a claim
is subject to arbitration, or the question of waiver by litigation conduct. The
arbitrator shall be empowered to grant whatever relief would be available in a
court under law or in equity. The arbitrator’s award shall be written and shall
be binding on the parties and may be entered as a judgment in any court of
competent jurisdiction.

18.5 Filing a Demand. To start an arbitration, you must do all three of the
following: (i) Write a Demand for Arbitration that includes a description of the
claim and the amount of damages you seek to recover (you may find a copy of a
Demand for Arbitration at www.jamsadr.com); (ii) send three copies of the Demand
for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero
Center, Suite 1500, San Francisco, California 94111; and (iii) send one copy of
the Demand for Arbitration to us at: ezCater, Inc., 40 Water Street, 5th Floor,
Boston, MA 02109. Attn: Legal Department.

To the extent the filing fee for the arbitration exceeds the cost of filing a
lawsuit, ezCater will pay the additional cost. If the arbitrator finds the
arbitration to be non-frivolous, ezCater will pay the fees invoiced by JAMS,
including filing fees and arbitrator and hearing expenses. You are responsible
for your own attorneys' fees unless the arbitration rules and/or applicable law
provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they
would have the right to sue in court and have a jury trial. They further
understand that, in some instances, the costs of arbitration could exceed the
costs of litigation and the right to discovery may be more limited in
arbitration than in court. If you are a resident of the United States,
arbitration may take place in the county where you reside at the time of filing,
unless you and we both agree to another location or telephonic arbitration. For
individuals residing outside the United States, arbitration shall be initiated
in Suffolk County, Massachusetts, United States, and you and ezCater agree to
submit to the personal jurisdiction of any federal or state court in Suffolk
County, Massachusetts in order to compel arbitration, stay proceedings pending
arbitration, or to confirm, modify, vacate, or enter judgment on the award
entered by the arbitrator.

18.6 Class Action Waiver. YOU AND EZCATER AGREE THAT EACH MAY BRING CLAIMS
AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
This means that you and ezCater expressly waive any rights to file a class
action or seek relief on a class basis.

If any court or arbitrator determines that the class action waiver set forth in
this paragraph is void or unenforceable for any reason or that an arbitration
can proceed on a class basis, then the arbitration provisions set forth above
shall be deemed null and void in their entirety and the parties shall be deemed
to have not agreed to arbitrate disputes.

18.7 Exception: Litigation of Intellectual Property and Small Claims Court
Claims. Notwithstanding the parties' agreement to resolve all disputes through
arbitration, either party may bring enforcement actions, validity determinations
or claims arising from or relating to theft, piracy, or unauthorized use of
intellectual property in state or federal court with jurisdiction or in the U.S.
Patent and Trademark Office to protect its intellectual property rights.
“Intellectual property rights” means patents, copyrights, moral rights,
trademarks, and trade secrets, but does not include privacy or publicity rights.
Either party may also seek relief in a small claims court for disputes or claims
within the scope of that court’s jurisdiction.

18.8 30-Day Right to Opt Out. You have the right to opt out and not be bound by
the arbitration and class action waiver provisions set forth above by sending
written notice of your decision to opt out to at ezCater, Inc., 40 Water Street,
5th Floor, Boston, MA 02109 Attn: Legal Department. Your written notice must
have the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice
must be sent within thirty (30) days of (i) January 1, 2020; or (ii) your first
date that you used the Platform that contained any versions of the Terms that
included this version of the Mandatory Arbitration and Class Action Waiver,
whichever is later. Otherwise you shall be bound to arbitrate disputes in
accordance with this section entitled “Mandatory Arbitration and Class Action
Waiver”. If you opt out of these arbitration provisions, ezCater also will not
be bound by them.

18.9 Changes to This Section. ezCater will provide thirty (30) days' notice of
any material changes to this section by posting notice on the Platform or
informing you via email, and complying with any other applicable legal notice or
consent requirements. Amendments will become effective thirty (30) days after
they are posted on the Platform or sent to you by email. Changes to this section
will otherwise apply prospectively only to claims arising after the thirtieth
(30th) day.

If a court or arbitrator decides that this subsection (“Changes to this
Section”) is not enforceable or valid, then this subsection will be deemed to be
severed from the section entitled “Mandatory Arbitration and Class Action
Waiver.” If this happens, the court or arbitrator shall apply the first
Mandatory Arbitration and Class Action Waiver section or similar section in
existence after you began using the Platform.

18.10 Survival. This Mandatory Arbitration and Class Action Waiver section shall
survive any termination of your use of the Platform.

19. CONTROLLING LAW

These Terms shall be construed in accordance with and governed by the laws of
the Commonwealth of Massachusetts consistent with the Federal Arbitration Act,
notwithstanding its conflicts of law principles. If a lawsuit or court
proceeding is permitted under these Terms, you and we agree that the dispute
must be initiated and conducted exclusively in the state or federal courts of
Suffolk County, Massachusetts, and you and we consent to the exclusive
jurisdiction of such courts.

20. CHANGES TO THESE TERMS

We may revise these Terms at any time. If we revise these Terms, we will give
you notice of any revisions in accordance with legal requirements. If you do not
agree to, or cannot comply with, any modified Terms, you must stop using the
Platform. Your continued use of the Platform after any such update constitutes
your binding acceptance of such changes. The Terms were most recently updated on
the last modified date at the top of this document.

21. GENERAL TERMS

21.1 Force Majeure. Under no circumstances shall ezCater or its licensors or
suppliers be held liable for any delay or failure in performance resulting
directly or indirectly from an event beyond its reasonable control.

21.2 Waiver. If we fail to insist that you perform any obligations under these
Terms, that will not mean that you do not have to comply with your obligations.
If we do not enforce our rights against you, or if we delay in doing so, that
will not mean that we have waived such rights. If we do waive a failure or
breach by you, we will only do so in writing and that will not mean that we
automatically waive any future failure of breach by you.

21.3 Severability. Each provision of these Terms operates separately. If any
court or relevant authority decides that any provision is unlawful or
unenforceable, the remaining provisions will remain in full force and effect.

21.4 Survival. Any provision of these Terms that by its nature is reasonably
intended to survive beyond termination of these Terms shall survive.

21.5 Third-Party Beneficiaries. You agree that, except as otherwise expressly
provided in these Terms, there shall be no third-party beneficiaries to these
Terms. This means that unless we say otherwise in these Terms, no one other than
you can benefit from the contract set forth between you and us in these Terms.

21.6 Entire Agreement. These Terms (and all terms and conditions incorporated
herein) constitute the entire agreement between you and ezCater, and take
precedence over any prior agreements between you and ezCater relating to the
Platform, except as expressly provided herein.

21.7 Assignment and Succession. You may not assign or delegate any rights or
licenses granted to you by these Terms. ezCater may assign or delegate any
rights or licenses granted to us by these Terms without restriction. These Terms
bind and inure to the benefit of your and our successors and those to which you
or we have assigned legal responsibilities.

21.8 Relationship Between You and Us. No agency, partnership, joint venture, or
employee-employer relationship is intended or created by these Terms. Put
another way, ezCater is an independent contractor, and you agree that ezCater is
not responsible for any information you convey, in any manner, and has no
control over any actions you take or statements that you make.

21.9 Electronic Agreement. You agree that these Terms, and any other agreements
made by and between you and us, in electronic form are as legally binding as if
made in physical written form.

21.10 U.S. Government Users. If you are using the Platform for or on behalf of
the U.S. government, your license rights do not exceed those granted to
non-government consumers.

21.11 Section Titles. The section titles in these Terms are for convenience only
and have no legal or contractual effect.

21.12 Notices. We may deliver notice to you by email, posting a notice on the
Platform, or by any other method we choose. Any such notice will be effective
when we send, post, or otherwise dispatch it. If you give notice to us, it will
be effective when we receive it by mail at the address set forth in Section 22
below.

22. CONTACT US

If you wish to contact us or have any questions about these Terms, please email
us at legal@ezcater.com. You may also contact us by mail at:

ezCater, Inc.
40 Water Street
Fifth Floor
Boston, MA 02109
Attn: Legal Department


If you are a California resident, in accordance with California Civil 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. You may also call them at (800) 952-5210 or (916)
445-1254.


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