GRUBLR™ MOBILE APP
Effective: November 30, 2021
OUR CLICKING “I AGREE” AS PART OF YOUR DOWNLOADING THE GRUBLR MOBILE APP (THE
“GRUBLR MOBILE APP”) AND/OR YOUR REGISTRATION FOR USE, OR USE, OF THE GRUBLR MOBILE APP
OR THE GRUBLR WEBSITE (WWW.GRUBLR.COM) (THE “SITE”) CONSTITUTES YOUR AGREEMENT WITH
AND ACCEPTANCE OF THE TERMS AND CONDITIONS PROVIDED BELOW (THE “TERMS”) GOVERNING
USE OF THE GRUBLR MOBILE APP AND THE SITE. YOU REPRESENT AND WARRANT THAT YOU ARE OF
LEGAL CONTRACTING AGE AND HAVE LEGAL CAPACITY TO CONTRACT.
UNLESS YOU OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS AFTER YOU FIRST AGREE TO
THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURES SPECIFIED IN THE ARBITRATION TERMS
PROVIDED IN SECTION XI BELOW, AND EXCEPT FOR CERTAIN TYPES OF CLAIMS DESCRIBED IN SECTION
XI BELOW, YOU AGREE THAT ANY AND ALL DISPUTES AND CLAIMS BETWEEN YOU (“YOU,” “YOUR” OR
“USER”) AND [WARDEN INDUSTRIES, LLC] (“GRUBLR,” “WE” OR “US”) OR ANY OF ITS AFFILIATES,
INCLUDING WITHOUT LIMITATION DISPUTES OR CLAIMS RELATED TO THESE TERMS AND/OR YOUR
USE OF THE GRUBLR MOBILE APP, THE SITE OR THE SERVICES WILL BE RESOLVED BY BINDING,
INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION COMMERCIAL
ARBITRATION RULES EXCLUSIVELY IN PALM BEACH COUNTY, FLORIDA, AND YOU HEREBY EXPRESSLY
AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE AS A CLASS
REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS CLAIM YOU MAY HAVE AGAINST GRUBLR WINGS
OR ANY OF ITS AFFILIATES, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION
OF INDIVIDUAL ARBITRATIONS.
We may modify the Terms as well as discontinue, withdraw, replace or change the Grublr Mobile
App, the Site or any content or services provided thereby at any time, and in the event that these Terms
are modified, the modified Terms will be effective upon posting by us via the Grublr Mobile App or the
Site or other notification, whichever occurs earlier, and your continued use of the Grublr Mobile App
and/or the Site thereafter constitutes your acceptance of such modified Terms. IF YOU DO NOT AGREE
WITH THE TERMS, YOU ARE NOT AUTHORIZED TO USE THE GRUBLR MOBILE APP OR THE SITE AND
MUST NOT DOWNLOAD THE GRUBLR MOBILE APP, OR IF YOU HAVE DOWNLOADED THE GRUBLR
MOBILE APP, YOU MUST UNINSTALL IT AND TERMINATE YOUR ACCESS TO AND USE OF THE GRUBLR
MOBILE APP IMMEDIATELY, AND YOU MAY NOT ACCESS OR USE THE SITE.
I. DESCRIPTION OF THE GRUBLR MOBILE APP AND THE SITE
The Grublr Mobile App is designed for use by individuals to engage in social networking related to restaurants, including searching for restaurants based on various filters such as a restaurant’s distance from the user, type of food, price range, ratings as well as user interests. The Grublr Mobile App alsoenables users to post and review recommendations, comments and reviews of restaurants. Futureversions may include additional features, such as facilitating the making reservations at restaurants andordering from restaurants for takeout or delivery. Restaurants can also use the Grublr Mobile App toupload and edit information regarding their restaurants, gather data regarding user reviews and userinterest regarding their restaurants and promote their restaurants. The Site provides informationregarding the Grublr Mobile App.
The Grublr Mobile App is made available for downloading for free. There is no charge to consumer users for use of the Grublr Mobile App. Restaurant users may be charged a fee for advertising, preferred listing in search results and/or access to Grublr Mobile App usage data related to their restaurants.
The Grublr Mobile App, the Site and the above-described services provided in connection with the Grublr Mobile App are hereinafter sometimes collectively referred to as the “Services.”
II. USER REGISTRATION; USE OF THE GRUBLR MOBILE APP
A. User Registration for the Grublr Mobile App. In order to use the Grublr Mobile App you must register as a user via the user screens within the Grublr Mobile App and provide your full name, email address, physical address, birth date and phone number. As a condition to creating such a user account, you agree to: (i) create only one account (unless specifically approved by Grublr in writing); (ii) provide accurate, truthful, current and complete information for your account; (iii) maintain and promptly update your account information; (iv) maintain the security of your account by not sharing your username or password with others and restricting access to your account and otherwise not permitting third parties to access or use your account; (v) promptly notify us if you discover or otherwise suspect any security breaches relating to your account at: [firstname.lastname@example.org]; (vi) not sell, transfer or assign your username and password; and (vii) accept sole responsibility for all content posted and other activities that occur under your username and password, whether or not you have authorized the posting of such content or any such activity, and indemnify Grublr with respect to any claims or other liability arising from or related to any use of your account, whether authorized or unauthorized. You authorize Grublr and/or the applicable third party service providers to store and use your information for the purpose of providing our Services and/or their services to you. Grublr reserves the right, exercisable as it determines in its sole and absolute discretion, to suspend, disable or terminate access to your account based on suspected or actual unauthorized use or other violation of these Terms or any of the other agreements, terms and conditions applicable to use of the Grublr Mobile App or the Site or any products or services that you purchase or otherwise use via the Site.
B. Scope of Authorization to Use Grublr Mobile App, the Site and the Services; Restrictions on Usage.
i. Scope of Authorization to Use Grublr Mobile App. In consideration for and subject to your compliance with these Terms, we authorize you to download one copy of the Grublr Mobile App in object code form and access and use the Grublr Mobile App and use the Services during the period in which you are an authorized registered user of the Grublr Mobile App. You are also authorized to access and use the Site subject to compliance with these Terms. All such authorization is non-exclusive, non-transferable, non-sublicenseable, revocable at any time and limited to use of the Grublr Mobile App, the Site and the Services for your own use, and may not be shared or used to provide the Services to others. You may reproduce one copy of the Grublr Mobile App solely for back-up purposes. The software code for the Grublr Mobile App and the Site is confidential and proprietary information of Grublr and its licensors, and you agree to take adequate steps to protect such software code from unauthorized disclosure or use. You shall not otherwise copy, translate, modify or adapt any of Grublr Mobile App or the Site or any portion thereof, or incorporate it, in whole or any part, in any other product, or license others to reproduce any copies of the Grublr Mobile App, or the Site or any portion thereof, and you shall not decompile, disassemble or reverse engineer the Grublr Mobile App or the Site or attempt to derive the source code for the Grublr Mobile App or the Site or any component thereof. Except as noted above, you are not granted any right or license by implication, estoppel, or otherwise in or under a patent, trademark, copyright, or proprietary right of Grublr or any third party. We (and/or our licensors) retain all right, title and interest, including all intellectual property rights, in and to the Grublr Mobile App and the Site. You may not use any meta tags or any other “hidden text” utilizing the Grublr name or any trademark, or product name without our express prior written consent. We may terminate your authorization to use the Grublr Mobile App or access or use of the Site and the Services if you make or permit any unauthorized use of them. Such actions by you may violate applicable law including, without limitation, copyright laws, trademark laws (including trade dress), and communications regulations and statutes. We reserve the right to take legal action against you and/or any other violators and if your conduct is criminal, to have your and/or any other violators fully prosecuted. You may use the Grublr Mobile App, the Site and the Services only if you are above the legal age of majority (which is age 18 in the State of Florida) and are otherwise capable of entering into a legally binding agreement with us. Your use of the Grublr Mobile App, the Site and the Services must be in compliance with these Terms and all applicable laws.
The Grublr Mobile App, the Site and the Services are provided by a U.S. entity for use only within the U.S. The laws of your jurisdiction may be different than the laws that apply to the Grublr Mobile App, the Site and the Services. Use of the Grublr Mobile App, the Site and Services from outside the United States is not authorized and is done at your own risk. You are solely responsible for compliance with your jurisdiction’s laws. If you access the Grublr Mobile App, the Site and Services from outside the United States, you consent to the transmission and/or transfer of data relating to your user account and communications and content submitted by you relating to the Grublr Mobile App, the Site and the Services across all applicable international boundaries.
ii. Restrictions on Usage. The Grublr Mobile App may only be used by you for your own use and not to provide outsourcer or service bureau services to third parties. You may not permit use of the Grublr Mobile App, or any portion thereof, by another party without Grublr’s prior written consent. You further agree not to use the Grublr Mobile App or the Site in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, or overburden, corrupt or disable a third party’s systems, or obtain unauthorized access to any third party system or data. You agree that you will not send false or misleading information via the Grublr Mobile App or the Site. You will ensure that all proprietary notices displayed on the Grublr Mobile App and the Site will not be removed or modified. You represent and warrant to us that you will not download, install, access or use the Grublr Mobile App or the Site where prohibited. You shall not use or otherwise export or re-export the Grublr Mobile App except as authorized by United States law and the laws of the jurisdiction in which you downloaded the Grublr Mobile App. In particular, but without limitation, the Grublr Mobile App may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Grublr Mobile App and/or the Site, you represent and warrant that you are not located in any such country or on any such list. The Grublr Mobile App downloaded copies are licensed, not sold.
As a condition of your use of the Grublr Mobile App and the Site, you represent, warrant and covenant to Grublr that you will not use the Grublr Mobile App or the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Grublr Mobile App or the Site in any manner that could damage, disable, overburden, or impair the Grublr Mobile App or the Site or interfere with any other party's use and enjoyment of the Grublr Mobile App or the Site. Acts of interference, including but not limited to, password cracking, denial-of-service attacks (sending packets with an illegal packet size, UDP flooding, ping-flooding, half-open TCP connection flooding, etc.) are prohibited. You will not use the Grublr Mobile App or the Site for the purpose of obtaining information in order to create your own business, software or website offering the same or substantially the same functionality, features, products or services as the Grublr Mobile App, the Site or the Services.
By way of example, and not as a limitation, you agree that when using the Grublr Mobile App and the Site and when submitting any information, restaurant reviews, comments, messages or other content to or via the Grublr Mobile App or the Site, you will not:
• Use a robot, spider or other automated device, process or means to access the Grublr Mobile App or the Site.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information or defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Send viruses, corrupted files, or any other similar software or programs that may damage the operation of the Grublr Mobile App or the Site or third party systems.
• Send false or misleading information.
• Send messages that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary authorizations.
• Post any restaurant reviews or comments that are not based on your firsthand personal experience, or that are factually incorrect or exaggerated, consist of personal attacks or disparaging statements or that are reviews of a restaurant that you own, work at or otherwise have a personal bias or conflict of interest in reviewing.
• Post repeated reviews or comments based on the same events.
• Post content that is not relevant to the purpose of the Grublr Mobile App, such as content espousing political ideology, instigating boycotts or “cancel culture” activity or making accusations of racist, discriminatory or illegal conduct by others.
• Post marketing or promotional material, except for restaurant users promoting and advertising their restaurant.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any products, services or other material or content that is provided to or by you via the Grublr Mobile App or the Site.
• Restrict or inhibit any other user from using and enjoying the Grublr Mobile App or the Site.
• Harvest or otherwise collect information about others, including contact information such as e-mail addresses, for the purpose of building “contact” or “lead” lists.
• Send unsolicited e-mail to any recipient that has not specifically made its e-mail available for such purposes.
• Engage in “mailbombing” (i.e., flooding the Services with large or numerous e-mail messages).
• Violate any applicable laws or regulations.
We shall have no obligation to monitor the usage of the Grublr Mobile App or the Site. However, we reserve the right to review any communications or submissions directed to the Grublr Mobile App or the Site and to remove any of same in our sole discretion. We further reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.
Materials presented on the Grublr Mobile App and the Site are subject to limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations.
III. CHANGES TO CONTENT; MODIFICATION, SUSPENSION OR TERMINATION OF THE SERVICES
We may add or remove functions, features, or requirements, and we may suspend or stop the use of any part of the Grublr Mobile App, the Site and/or the Services altogether. We may not be able to provide the Services to certain regions or countries for various reasons, legal prohibitions, internet access limitations and restrictions from state or local governments. You acknowledge and agree that the Services may be inaccessible or inoperable from time to time due to maintenance, upgrades, hardware or software malfunctions or failures, Internet or other telecommunications issues, system or network congestion, third party attacks or other issues, and Grublr shall have no liability with respect thereto.
We reserve the right to terminate your access to and use of the Grublr Mobile App and the Site at any time without notice for any reason whatsoever and you agree that we may do so without any liability to you or anyone else. Termination may be caused by conduct that we determine, at our discretion, violates these Terms or any applicable law, is harmful to our interests or another user, or if we no longer offer the Grublr Mobile App, the Site and/or the Services, or if any agreement between us and any third party service provider related to the Grublr Mobile App, the Site or the Services is terminated. We may thereafter block or prevent future access to and use of the Grublr Mobile App, the Site and Services. You can stop using the Grublr Mobile App by uninstalling it and can provide us notice that you are stopping your use of the Services at any time by emailing us at [email@example.com].
IV. INFORMATION PROVIDED TO THE GRUBLR MOBILE APP OR THE SITE
By registering, posting, uploading, inputting or otherwise submitting your name, address and other contact information or other account registration, or posting reviews or any other content that you may provide to the Grublr Mobile App or the Site, you grant to us and our contractors and our/their respective affiliated companies permission to use such information and content in connection with the operation of the Grublr Mobile App and the Site and provision or marketing of the Services to you, including contacting you and sending you emails and other communications. No compensation will be paid with respect to the use of such information or content. Said permission is transferable by us to an acquirer in connection with a business or asset sale with respect to Grublr. We are under no obligation to post or use any information or other content that you may provide and may remove any such information or content at any time in our sole discretion. By posting, uploading, inputting, providing or submitting such information or content, you represent and warrant that you are of legal contracting age, that you own or otherwise control all of the rights to such information and content as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit such information and content and that such information and content does not infringe or otherwise violate any third party intellectual property or other right.
We do not control or endorse the content, messages or information found in any communication sent by you to the Grublr Mobile App or the Site or to you from any third party and, therefore, we specifically disclaim any liability with regard to such communications and any actions resulting from your participation in any such communication. You assume all risks of liability with respect to any reviews, comments or other content you submit to the Grublr Mobile App or the Site, including all risks of defamation and other claims being made against you by others, and you agree to indemnify Grublr with respect to any such claims or liability related to any reviews, comments or other content you submit to the Grublr Mobile App or the Site.
When you use the Grublr Mobile App or the Site or send e-mails to us, you are communicating with us electronically, and by doing so, you consent to receive communications from us electronically. We may communicate with you by email or by other means. 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 that we may also disclose your personally identifiable information as is necessary to: (a) comply with a subpoena or court order; (b) cooperate with law enforcement or other government agency; (c) establish or exercise our legal rights; (d) protect the property or safety of our company and employees, contractors, vendors, and suppliers; (e) defend against legal claims; (f) help with internal and external investigations; or (g) as otherwise required by law or permitted by law. We reserve the right to disclose your personally identifiable information to our successors-in-interest or in connection with a merger or acquisition transaction, or change of control of Grublr.
You are responsible for maintaining the confidentiality of your password and for restricting access to your account and mobile device, and you agree to accept responsibility for all activities that occur on your account or with your password. We reserve the right to take all action, as we deem necessary or reasonable to maintain the security of the Grublr Mobile App, the Site and the Services and your account, including without limitation, suspending access to or use of your account, terminating your account, changing your password, or requesting additional information to authorize transactions on your account. While we may take commercially reasonable measures to protect your account and the Services, we cannot protect your information outside of the Grublr Mobile App or the Site. For example, when we communicate with you via unencrypted email from time to time at your request and/or consent, the communication is not secure, is not stored securely, and the information contained may be viewed by others. You acknowledge that by requesting information by email, you agree that we may transmit it to you from time to time and store it in an unencrypted form and manner. We may rely on the authority of anyone accessing your account or using your password, and in no event will we be liable to you or any third party for any liability or damage resulting from or arising out of any unauthorized access to your account or use of your password or any action or inaction by us regarding your access to the Services via the Grublr Mobile App or the Site.
You may not tamper with the Grublr Mobile App, the Site or the Services, commit unauthorized intrusion into any part of the Grublr Mobile App, the Site or the Services or use the Grublr Mobile App, the Site or the Services to intrude into any other site. While we work to protect the security of your account and related information, we cannot guarantee that unauthorized third parties will not be able to 6defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account by emailing us at [firstname.lastname@example.org].
VI. THIRD PARTY CONTENT AND SERVICES
These Terms govern the use of Grublr Mobile App, the Site and the Services. You may also be required to confirm acceptance of additional terms provided by third parties including the applicable restaurant, reservation system or payment system services. Such third party terms apply as well in addition to these Terms. Please read these Terms as well as such third party service provider terms carefully and contact us at [email@example.com] if you have any questions. We cannot guarantee that such third-party services or content, in the Grublr Mobile App, the Site or the Services or elsewhere, will be free of malware, or other malicious code that may harm your computer, mobile device, or any files therein. We disclaim any responsibility or liability related to your access or use of, or inability to access and use, such third-party services or content and you agree that we shall have no liability with respect thereto.
VII. INTELLECTUAL PROPERTY
All information and materials on the Grublr Mobile App and the Site, including without limitation the text, graphic, logos, and all other audible, visual or downloadable materials, as well as the selection, organization, coordination, compilation and overall look and feel of the Grublr Mobile App, the Site and the Services are the intellectual property of Grublr and/or its affiliates or licensors. Copyright © 2021 [Warden Industries, LLC] and/or its affiliates or licensors. All rights reserved. None of the content of the Grublr Mobile App or the Site may be copied, downloaded, transmitted or otherwise be reproduced, disseminated or exploited in any form or manner without the express prior written permission of Grublr. The information and materials are protected by copyright and other intellectual property laws and all ownership rights remain with Grublr, its affiliates or licensors, as applicable.
GRUBLR℠and the GRUBLR logo are trademarks of Grublr or its affiliates. All rights not expressly granted herein are reserved. No interest or right to use any such trademarks is acquired by using the Grublr Mobile App or the Site or any of the Services. The Grublr Mobile App and the Site may also contain trademarks owned by various third parties. Nothing contained on the Grublr Mobile App, the Site or in these Terms serves to grant to you, by implication or otherwise, any license or right to use any trademarks or intellectual property rights without the prior written permission of Grublr.
ANY REVIEWS, COMMENTS, OPINIONS AND STATEMENTS EXPRESSED OR POSTED VIA THE GRUBLR MOBILE APP OR THE SITE BY OTHERS ARE NOT THOSE OF GRUBLR AND NO AGREEMENT WITH, ENDORSEMENT BY OR OTHER ASSOCIATION OF GRUBLR WITH SUCH REVIEWS, COMMENTS, OPINIONS AND/OR STATEMENTS EXISTS OR IS IMPLIED.
GRUBLR MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OR COMPLETENESS OF THE GRUBLR MOBILE APPL OR THE SITE OR ANY OF7THE CONTENT PROVIDED VIA THE GRUBLR MOBILE APP OR THE SITE OR ANY OF THE RESTAURANTSPRODUCTS OR SERVICES DESCRIBED IN OR PROVIDED VIA THE GRUBLR MOBILE APP OR THE SITE FORANY PURPOSE. GRUBLR FURTHER DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR ACCESS TO ORUSE OF THE GRUBLR MOBILE APP, THE SITE, THE SERVICES OR ANY RELATED CONTENT OR DATA ANDPERSONAL INFORMATION PROVIDED TO ANY THIRD PARTY PROVIDER, OR ANY ACT OR OMISSION BYANY THIRD PARTY. GRUBLR EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY CLAIMS ORDAMAGES ARISING IN CONNECTION WITH OR RELATING TO ANY USER COMMENT, REVIEW, STATEMENTOR OTHER USER-PROVIDED CONTENT. THE GRUBLR MOBILE APP, THE SITE AND THE SERVICES AND ALLINCLUDED CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHEREXPRESS OR IMPLIED. GRUBLR SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONSOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANYWARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
IX. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRUBLR AND ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE GRUBLR MOBILE APP, THE SITE OR THE SERVICES OR ANY ACTIVITIES RELATED THERETO; (B) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN GRUBLR; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF ANY INFORMATION PROVIDED TO GRUBLR. IN NO EVENT SHALL GRUBLR’S CUMULATIVE AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE GRUBLR MOBILE APP, THE SITE OR THE SERVICES OR ANY CONTENT OR ACTIVITIES RELATED THERETO EXCEED THE TOTAL AMOUNT OF GRUBLR SERVICE FEES RECEIVED FROM YOU, IF ANY. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You agree to indemnify, defend, and hold harmless Grublr, its affiliates and licensors and their respective employees, agents, successors, officers, managers, representatives, successors and assigns (collectively, the “Grublr Indemnified Parties”) from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney’s fees and other legal expenses) that we or they may sustain or incur arising from your use of the Grublr Mobile App, the Site or the Services, your failure to comply with any applicable laws and regulations, your breach of any of your representations, warranties or obligations set forth in these Terms, or any other act or omission by you. Notwithstanding the foregoing, you shall not settle any such claim, suit or proceeding without the written consent of the applicable Grublr Indemnified Parties. As used in these Terms, “affiliate” means any person or entity directly or indirectly controlling or having the power to control, or controlled by or being under common control with another person or entity. For this purpose, “control” means the direct or indirect possession of power to direct or cause the direction of the management or policies of such party, whether through ownership or stock or other securities, by contract or otherwise. Ownership of more than fifty percent (50%) of the beneficial interest of an entity shall be conclusive evidence that control exists
XI. GENERAL TERMS
Governing Law; Arbitration; Class Action Waiver; Jurisdiction and Venue
These Terms shall be governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and entirely performed within Florida, without resort to its conflict of law provisions or any other rule or interpretation that would result in the application of the laws of another jurisdiction.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO
FILE A LAWSUIT IN COURT. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO OPT OUT OF THE
ARBITRATION TERMS PROVIDED BELOW IN ACCORDANCE WITH THE OPT OUT SECTION BELOW.
You and we agree that these Terms affect interstate commerce and that the Federal Arbitration Act, governs the interpretation and enforcement of these arbitration provisions.
The term “Dispute” means any dispute, claim or controversy between you and us or our officers, directors, employees or agents, that arises out of these Terms, or the use of the Grublr Mobile App, the Site or the Services, regardless of legal theory, and includes claims that accrued before the date you entered into these Terms as well as claims relating to the interpretation, validity, enforcement or scope of the Agreement to arbitrate disputes contained in this section. The term “Dispute” is to be interpreted in the broadest sense allowed by law. The only disputes excluded from this broad provision are intellectual property claims and claims by us for injunctive or other equitable relief as provided below.
Regardless of how, when or where you access or use the Grublr Mobile App, the Site or the Services, by agreeing to these Terms, you agree to resolve any and all disputes with us as follows:
Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration or litigation. You can reach us by email at [firstname.lastname@example.org].. Except for intellectual property claims and claims by us seeking injunctive or other equitable relief requiring immediate action, the parties agree to use their best efforts to resolve all disputes in good faith negotiations between them, which both agree is a precondition to either initiating an arbitration or lawsuit.
Binding Arbitration. Unless you opt out of arbitration in accordance with the terms provided above, if we cannot resolve the Dispute with you within thirty (30) days of when we start informal Dispute resolution, then you and we agree that the Dispute shall be resolved exclusively by binding arbitration which may be begun by either you or us and shall be subject to confidentiality. The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect except as modified by these Terms, and excluding any rules or procedures governing or permitting class or representative actions. Said rules are posted at https://adr.org/sites/default/files/Commercial%20Rules.pdf. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all such disputes and has the power 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.
Opt-Out of Arbitration. You may opt out of the binding arbitration described in this section by sending us written notice that you are opting out of binding arbitration (an “Arbitration Opt-Out Notice”) by email at [email@example.com] or regular mail at [Warden Industries, LLC, 2050 Royal Palm Way, Boca Raton, Florida 33432] within thirty (30) days following the date you first agree to these Terms. If you don’t provide us with an Arbitration Opt-Out Notice within such thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to the exceptions noted in the “Exceptions” section below. Any Arbitration Opt-Out Notice received after such thirty (30) day period shall not be valid or enforceable.
In the event that you provide to us a timely Arbitration Opt-Out Notice or the arbitration terms of these Terms are held not to be applicable, then you and we agree that the exclusive jurisdiction and venue for any Dispute will be the state and/or federal courts located in Palm Beach County, Florida and each of the parties hereto waives any objection to jurisdiction and venue in such courts. In such event, you and we further waive the right to a jury trial.
Starting an Arbitration. To start an arbitration, you must do the following: (a) 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.adr.org); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to the American Arbitration Association (see www.adr.org for the applicable address, or for online filing); and (c) send one copy of the Demand for Arbitration to us at [Warden Industries, LLC, 2050 Royal Palm Way, Boca Raton, Florida 33432] and a copy by email to [firstname.lastname@example.org].
You and we each understand that, absent the arbitration provision in this section, each has the right to sue in court and have a jury trial. You also acknowledge that unless you opt out of arbitration in accordance with the opt-out terms provided above, you are giving up the right to a jury trial and understand that the costs of arbitration and right to pre-trial discovery is more limited than many courts permit. The parties will either select one mutually acceptable arbitrator or, if the parties do not agree to a single arbitrator, each party shall select one arbitrator and the two arbitrators selected by the parties shall select a third arbitrator, and the arbitration shall be held before the three arbitrators, and shall be decided by vote of the three arbitrators with a vote of the majority of the arbitrators required for a decision. UNLESS YOU OPT OUT IN ACCORDANCE WITH THE OPT-OUT TERMS PROVIDED ABOVE, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OR THE GRUBLR MOBILE APP, THE SITE OR THE SERVICES AND ANY OTHER CLAIM OR DISPUTE BETWEEN YOU AND US, EXCEPT FOR THE EXCEPTIONS SPECIFIED BELOW WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AS PROVIDED HEREIN. UNLESS YOU PROVIDE AN ARBITRATION OPT-OUT NOTICE TO US IN ACCORDANCE WITH THE OPT-OUT TERMS PROVIDED ABOVE, YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO LITIGATE CLAIMS (OTHER THAN THOSE NOTED IN THE EXCEPTIONS BELOW) THROUGH A COURT BEFORE A JUDGE OR JURY. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.
Location of Arbitration. You and we both agree that arbitration between us and you shall take place in Palm Beach County, Florida.
Class Action Waiver. You and we agree that any and all arbitrations shall be conducted in their individual capacities only and not as a class action or other representative action, and you and we expressly waive the right to file a class action or seek relief on a class basis or any other representative basis. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of such parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than all parties to the arbitration, or resolve any Dispute of anyone other than any such party; nor (b) make an award for the benefit of, or against, anyone other than any such party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY,10AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVEPROCEEDING, EVEN IF THE DISPUTE OR DISPUTES THAT ARE THE SUBJECT OF THE ARBITRATION HADPREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE,OR COLLECTIVE ACTIONS IN A COURT.
If any court or arbitrator determines that the arbitration, jury trial waiver or class action waiver provisions of these Terms are 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.
Litigation of Intellectual Property Claims and Claims By Us Seeking Injunctive or Other Equitable Relief. We may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property, and claims for injunctive or other equitable relief in the state or federal courts located in Palm Beach County, Florida, and you consent to such venue and personal jurisdiction therein for any such proceedings and waive any claim, argument or defense that such courts constitute an improper or inconvenient venue for such proceedings.
Survival. This arbitration and class action waiver section will not be affected by any termination of your use of the Services and will survive termination of the relationship between you and us.
Revisions to the Terms
We reserve the right to revise the Terms at our sole discretion at any time. Any revisions to the Terms will be effective immediately upon posting on the Grublr Mobile App or the Site or other notification to you. Your continued use of the Services after publication of such changes, constitutes binding acceptance of the revised Terms. Where reasonably practicable we will provide advance notice of any change in material Terms.
The use of the Grublr Mobile App, the Site and the Services are void where prohibited by law. If any provision of the Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of these Terms and shall not affect the validity and enforceability of any remaining provisions. The provision held to be unlawful, void or unenforceable shall be modified if possible to the extent necessary to become enforceable and the modified provision shall be deemed to form part of these Terms from inception without further action being required. No waiver, express or implied, by either party of any breach of or default under these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. No waiver shall be valid unless given in writing signed by us or posted by us on the Services in an update to these Terms. Our failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of our rights.
Any third party service providers including but not limited to restaurants, restaurant reservation
or payment platform service providers may enforce the provisions of the individual terms that relate to
them and to which you have agreed by registering as a user of the Grublr Mobile App, the Site and the
Services or otherwise agreeing to same.
We will not be liable for any failure or delay in our performance under these Terms or the use of the Grublr Mobile App, the Site or the provision of any of the Services or any other obligation due to any cause beyond our reasonable control, including act of war, acts of God, earthquake, storms or other weather or natural events, embargoes, riots, protests, vandalism, looting, civil unrest, sabotage, terrorism, epidemics, pandemics, other health crisis, labor shortages or disputes or other market or business disturbances, systemic electrical, telecommunications network issues, or other utility failures, governmental acts omissions, orders or restrictions, failure of the Internet, security breaches, viruses, ransomware or other attacks.
Notice for California Users
Under California Civil Code Section 1789.3, our name, address and telephone number are provided below and the fees charged for the use of the Services is provided to you when registering for the particular Services. California website users are entitled to the following specific consumer rights notice: The name, address, and telephone number of the provider of Service, any charges to the consumer imposed by the provider for the use of the Services, and the procedures a consumer may follow in order to resolve a complaint regarding the Services or to receive further information regarding use of the Service, including the telephone number and address of the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs. Our name, address is as follows: [Warden Industries, LLC, 2050 Royal Palm Way, Boca Raton, Florida 33432]; email address: [email@example.com]. There are no charges by Grublr to the consumer. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 .
In the event that you provide suggestions, recommendations or other feedback (collectively, “Suggestions”) regarding the Grublr Mobile App, the Site or the Services, you hereby grant to us a royalty-free, worldwide, irrevocable, transferable, sublicenseable and perpetual license to use, disclose, reproduce, license, distribute, incorporate into the Grublr Mobile App, the Site and/or the Services and otherwise exploit such Suggestions with no obligation to compensate you, give you any attribution with respect thereto or make our use of Suggestions available to you or any other third party.
ADDITIONAL TERMS FOR RESTAURANT BUSINESS USERS
In addition to the other provisions of these Terms, the following additional terms apply with respect to restaurants that use the Grublr Mobile App, the Site or the Services. If you register as a restaurant user, you agree to the following additional terms as well as the other provisions of these Terms:
A. You grant to Grublr a royalty-free license to display your restaurant information, images of your restaurant and website on or via the Services, or allow for its display through links, framing or other means.
B. You agree that you will not:
i. Post reviews for your restaurant or your restaurant’s competitors or have your employees, friends or customers post reviews for your restaurant or your restaurant’s competitors via the Services;
ii. Pay or otherwise compensate anyone to post, refrain from posting, or remove reviews;
iii. Offer incentives of any kind, such as discounts, offers, or deals in exchange for the posting of reviews of your restaurant or to prevent or remove reviews;
iv. Misrepresent your identity to anyone in connection with your use of the Services;
v. Generate automated, fraudulent, or otherwise invalid ad impressions, ad clicks, or other manipulation of online advertising;
vi. Scrape or extract or otherwise collect Grublr data, content and/or reviews
except as expressly permitted by Grublr;
vii. Use any Grublr trademark or service mark in any manner without Grublr’s prior written consent; or
viii. Make disparaging comments regarding Grublr or the Services.
C. You represent and warrant to Grublr that:
i. You have the authority to act on behalf of your restaurant, agree to and bind your restaurant business or entity to these Terms;
ii. Your access to or use of the Services will only be in your capacity as an authorized representative of your restaurant; and
iii. Your restaurant complies with all applicable laws, regulations and other legal requirements and does not offer, advertise, sell or otherwise provide illegal products and/or services.
D. You agree that we may contact you, including by phone or email, using the contact information you provide us or that is publicly available. You acknowledge and agree that our phone calls emails or other communications with you may be monitored and recorded for quality or documentation purposes.
E. You acknowledge and agree that the Services provide functionality that may give more prominence to reviews that are considered to be most reliable and useful while displaying other reviews less prominently. While restaurants may pay to have their restaurants listed more prominently than others in user search queries for restaurants, you understand and acknowledge that any purchase of advertising or other paid features from Grublr will not influence the functionality with respect to prominence of reviews or otherwise allow or enable you, directly or indirectly, to alter reviews or impact whether, where, or how reviews appear on or via the Services.
F. You acknowledge and agree that Grublr allows users to post reviews, comments and other content about your restaurant, which may be positive or negative. You further understand, acknowledge and agree that Grublr shall have no liability to you with respect to any reviews, comments or other content posted pertaining to your restaurant and you agree not to assert, and irrevocably release Grublr from, any claims against Grublr related thereto. The federal Communications Decency Act, 47 U.S. Code Section 230, limits the liability of Grublr with respect to publishing third-party content, including consumer reviews. Additionally, anti-SLAPP laws may require you to pay Grublr’s attorneys’ fees if you attempt to impose such liability on Grublr through legal proceedings.
XIV. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to our rights under the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, we have designated a copyright agent to receive copyright infringement notices for claims of infringement related to materials posted via the Grublr Mobile App or the Site or otherwise appearing on its user screens
THE FOLLOWING PROCEDURES APPLY ONLY FOR NOTIFICATIONS TO US THAT YOUR
COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED BY ANY CONTENT CONTAINED OR PROVIDED
VIA THE GRUBLR MOBILE APP OR THE SITE. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR
TECHNICAL ASSISTANCE, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.
What you must do:
Written notification must be submitted to the following Designated Agent: Service Provider: [Warden Industries, LLC] www.grublr.com
Name of Agent Designated to Receive Notification of Claimed Infringement: [Zachary Wight] Full Address of Designated Agent to Which Notification Should be Sent: [Warden Industries, LLC] [2050 Royal Palm Way Boca Raton, Florida 33432]
Email Address of Designated Agent: [Support@grublr.com]
What your notification must include:
To be effective, the notification must include the following:
1. Your name, physical address, telephone number, facsimile number, e-mail address and name of contact person;
2. Identification of the copyrighted work(s) claimed to have been infringed;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or under applicable law;
5. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
6. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
What we will do upon receipt of proper written notification:
Upon receipt of the written notification containing the information as outlined above:
1. We will remove or disable access to the material that is alleged to be infringing;
2. We will forward the written notification to such alleged infringer; and
3. We will take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.
How the alleged infringer can respond to us:
The alleged infringer can respond by submitting a written counter notification to our Designated Agent specified above.
What the counter notification must include:
To be effective, a counter notification from the alleged infringer must include the following:
1. The alleged infringer’s name, address, and telephone number;
2. A statement the alleged infringer consents to the jurisdiction of federal district court for the judicial district in which we are located and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person;
3. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
4. A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as result of mistake or misidentification of the material to be removed or disabled; and
5. A physical or electronic signature of the alleged infringer.
What we will do upon receipt of proper counter notification:
Upon receipt of a counter notification containing the information as outlined above:
1. We will promptly provide the complaining party with a copy of the counter notification;
2. We will inform the complaining party that it will replace the removed material or cease disabling access to it within ten (10) business days; and
3. We will replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the counter notification, provided that our Designated Agent has not received notice from the complaining party that an action has been filed seeking a court order to restrain the alleged infringer form engaging in infringing activity relating to the material on the Grublr Mobile App or forming part of our Services.
XV. REPORTING VIOLATIONS; ENFORCEMENT
Any party seeking to report any violations of these Terms may contact us via e-mail at [firstname.lastname@example.org]. When we become aware of an alleged violation of these Terms, we may initiate an investigation. Depending on the severity of the violation, we may, at its sole discretion, immediately restrict, suspend, or terminate your access to the Grublr Mobile App, the Site and/or the Services and/or pursue other civil remedies. If such violation is a criminal offense, we will notify the appropriate law enforcement agency of such violation.
These Terms and your agreements and obligations hereunder shall survive termination or your use of the Grublr Mobile App, the Site and the Services.
XVII. CONTACT US
If you are experiencing technical difficulties using the Grublr Mobile App, the Site or the Services or have questions regarding these Terms, please contact Grublr by e-mail or postal mail as follows: [email@example.com]; [Warden Industries, LLC, 2050 Royal Palm Way, Boca Raton, Florida 33432]