These Grubhub Restaurant POS API Terms (“API Terms”) apply to the use of the any Application Programing Interfaces made available by GH to Restaurant (collectively, the “GH APIs”) for the purpose of integrating the Systems with Restaurant’s POS in connection with Restaurant’s use of the Services. Capitalized terms not defined herein will have the meanings set forth in the Grubhub Restaurant Terms (available at https://get.grubhub.com/legal/restaurant-terms).

1 API LICENSE

1.1 Services. Subject to Restaurant’s compliance with these API Terms, GH grants to Restaurant a non-exclusive, revocable, non-sublicensable, non-transferable limited license to access and use (i) the GH APIs; (ii) any and all data accessed or obtained via the GH APIs (“GH Data”); and (iii) if applicable, certain GH API-related documentation, software, and materials made available to Restaurant by GH, which may be amended or revised by GH from time to time (“GH Documentation”). The GH APIs, GH Data, and GH Documentation will be collectively referred to as the “GH Materials.” Restaurant will use the GH Materials solely for the purpose of connecting the GH System with Restaurant’s POS in connection with the Services (the “POS Integration”) in accordance with these API Terms and any other agreement between GH and Restaurant.

1.2 License Restrictions. Restaurant agrees that it will not itself, and will not allow any of its subsidiaries and affiliates and each of their respective directors, officers, employees, agents, partners, suppliers, service providers, contractors or end users (collectively, the “Restaurant Parties” and as used in this Section 1.2, all references to “Restaurant” will include the “Restaurant Parties”) to, engage in any of the prohibited activities set forth in this Section 1.2 (collectively, the “Prohibited Activities”). GH reserves the right, with or without notice, to block or revoke access to any or all of the GH Materials if GH determines in good faith that Restaurant is engaging in any of the Prohibited Activities. GH may monitor Restaurant’s use of the GH Materials to improve the GH Materials and to ensure compliance with these API Terms, and may suspend Restaurant’s access to the GH Materials or the POS Integration without notice if GH reasonably believes that Restaurant is in violation of these API Terms.

1.2.1 Restaurant will not reverse engineer, disassemble, decompile or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure or organization of the GH Materials or any part thereof.

1.2.2 Restaurant will not attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the GH Materials or any part thereof, including without limitation, any such mechanism used to restrict or control the functionality of any of the foregoing.

1.2.3 Restaurant will not sublicense, transfer, distribute, lease, loan, sell, or otherwise make available the GH Materials or any part of thereof in any manner, including without limitation, in any service bureau, software as a service or applicable service provider environment.

1.2.4 Restaurant will not make copies; create derivative works of; or otherwise modify or tamper with the GH Materials or any part thereof.

1.2.5 Restaurant will not use or enable any third parties to use the GH Materials or any part thereof in any manner competitive to GH or the GH products and/or services, including, without limitation, (i) in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to GH’s products and services, as determined in GH’s sole discretion; or (ii) for purposes of monitoring the availability, performance, or functionality of any of GH’s products and services for testing, comparison, benchmarking or competitive purposes.

1.2.6 Restaurant will not use or enable any third parties to use the GH Materials or any part thereof to build independent data feeds or data stores to offer access to such information to any third parties, whether competitive with GH or not.

1.2.7 Restaurant will not perform bulk operations with GH APIs that are designed for single contact operations or perform single contact operations with GH APIs that are designed for performing bulk operations.

1.2.8 Restaurant will not use the GH Materials or any part thereof in any manner or for any purpose that violates any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of publicity, or which is otherwise disparaging or harmful to GH, its subsidiaries and affiliates, and each of their respective directors, officers, employees, agents, partners, suppliers, service providers, contractors or end users (collectively, the “GH Parties”).

1.2.9 Restaurant will not use the GH Materials or any part of the foregoing in any manner for any purpose which or might overburden, impair or disrupt the GH products and/or services or related servers or networks.

1.1.10 Restaurant will not impose any terms on any individual locations or franchisees that are inconsistent with these API Terms.

1.1.11 Restaurant will not use the GH Materials or any part thereof for a reason other than as specifically provided under these API Terms.

1.3 Limited Use of GH Marks in Connection with the POS Integration. GH grants to Restaurant a non-exclusive, revocable, non-sublicensable, non-transferable limited license to use the GH name, names of the GH products and/or services, and related GH trademarks, service marks or logos solely for the purpose of describing the POS Integration (and not, under any circumstances, in connection with any advertising, promotional or marketing materials for Restaurant’s own POS or other products or services) and solely in accordance with all branding and trademark guidelines provided by GH, which may be amended or updated from time to time. Restaurant acknowledges that GH will not be required to incorporate Restaurant branding or attribution on the GH websites and applications.

1.4 Reservation of Rights; No Other Licenses. The GH Materials as well as the trademarks, copyrights, trade secrets, patents or other intellectual property (collectively, “Intellectual Property”) contained therein will remain the sole and exclusive property of GH, and Restaurant will reasonably assist GH in protecting such ownership. GH reserves to itself all rights to the GH Materials not expressly granted to Restaurant herein. Except as expressly provided in these API Terms, neither party acquires any rights or interest in or to the Intellectual Property of the other party. All rights in each party’s respective Intellectual Property will remain the sole property of the party owning such Intellectual Property. Neither party will utilize the other’s Intellectual Property except as expressly authorized under these API Terms.

1.5 Feedback. In the event that Restaurant chooses to provide GH with feedback, suggestions or comments regarding the GH Materials, or Restaurant’s use thereof, Restaurant agrees that GH will be free to use, copy, modify, create derivative works, distribute, publicly display, publicly perform, grant sublicenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, with no obligation of any kind to Restaurant, in perpetuity.

1.6 Non-Exclusivity. GH reserves the right to develop and extend its products and capabilities without regard to whether those products compete with or invalidate the POS Integration or other service or products offered by Restaurant.

2 DATA AND PRIVACY

2.1 GH Data Use by Restaurant. In addition to the restrictions set forth in Section 1.2, Restaurant will not, nor will it permit any third party to, use any GH Data for any purpose other than providing the POS Integration. For clarity, Restaurant agrees that it will not (i) share GH Data (individually or in the aggregate) with, or for the benefit of, any third party; (ii) collect, store or aggregate GH Data in any manner; or (iii) use GH Data for any purpose other than to provide the POS Integration. GH Data will be considered GH’s Confidential Information.

2.1.1 Privacy Policy. Restaurant agrees that its use of the GH Data is subject to the Grubhub Privacy Policy (available at https://www.grubhub.com/legal/privacy-policy) and the Grubhub Driver App Privacy Policy (available at https://driver.grubhub.com/privacyPolicy.html), in each case, as in effect at the time.

2.1.2 Deletion Obligation. GH Data that includes Personal Data (defined below) about any customer or delivery partner who uses a GH product or service (each, a “GH User”) must be deleted by Restaurant from the POS and the POS Integration and related networks, systems and servers: (i) upon such GH User’s request; (ii) if Restaurant ceases to use the GH APIs; or (iii) if Restaurant’s access to the GH APIs is revoked or terminated hereunder. For the purposes of these API Terms, “Personal Data” means information that may be used, either alone or together with other information, to identify an individual user, including, without limitation, a user’s name, address, telephone number, username, email address, city and country, geolocation, unique identifiers, picture, or other similar information.

2.1.3 Remarketing Restriction. In addition to any restrictions otherwise set forth in any other agreement between GH and Restaurant, Restaurant will not, and will not permit any third party to, utilize any GH Materials to advertise or market to or retarget any GH User.

2.2 Usage Data. Restaurant agrees that GH may collect, access and use any and all (i) usage data and information related to Restaurant’s use of the GH Materials (“Usage Data”), and (ii) data and information that Restaurant provides through the GH APIs, including, without limitation, menu information and photographs (“Restaurant Data”), in each case, individually or in the aggregate, for any business purpose, internal or external, including, without limitation, providing the Systems and Services; providing enhancements to the GH Materials; analyzing trends and preferences; and/or developing new products, services, features and functionality. Restaurant represents and warrants that it has all rights required to provide Usage Data and Restaurant Data to GH for the purposes intended hereunder. Further, if Usage Data or Restaurant Data includes Personal Data, Restaurant agrees to obtain all necessary consents and authorizations from the applicable users (a) to provide such Personal Data to GH and (b) for GH to use such Personal Data as provided herein.

2.3 Sensitive Information. Restaurant will not provide to GH through the GH APIs or otherwise any sensitive Personal Data, including, without limitation (i) social security numbers, passport numbers, driver’s license numbers, taxpayer numbers, or other government identification numbers; (ii) Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act of 1996 and regulations thereunder, as amended) or similar information under other comparable laws or regulations; or (iii) financial account numbers (including, without limitation credit or debit card numbers, or any related security codes or passwords, bank account information or Non-Public Information (as defined in the Gramm-Leach-Bliley Act of 1999, as amended) or similar information under other comparable laws or regulations.

2.4 Encryption and Secure Transmission. Restaurant must ensure that any GH Data or data otherwise related to the POS Integration is encrypted (using TLS encryption or some other mutually agreed encryption method) and transmitted over a secure, encrypted channel (e.g., HTTPS).

2.5 Security Obligations. Restaurant has obtained and will maintain third-party certifications and audits regarding its security standards consistent with industry best practices. Upon GH’s written request, Restaurant will make available to GH (or GH’s independent, third-party auditor) a copy of Restaurant’s then most recent third-party audits or certifications, as applicable, or any summaries thereof. Further, GH (or a third party on GH’s behalf) reserves the right to audit, assess, examine and/or review Restaurant’s systems and controls at Restaurant’s physical and/or technical environment and its policies and procedures used in order to ensure that Restaurant is in compliance with these API Terms as well as any and all data protection laws. Restaurant will fully cooperate with such assessment, including by providing access to knowledgeable personnel, physical premises, documentation, infrastructure, information resources, electronic or removable media and application software that processes, stores or transports Confidential Information and any other reasonable access and/or assistance. If any audit (whether conducted by or on behalf of GH or by Restaurant’s third-party auditors) identifies any deficiencies, Restaurant will, at its sole cost and expense, promptly take all actions necessary to remediate such deficiencies.

2.6 Data Breach Obligations. Restaurant maintains security incident management policies and procedures and will promptly notify GH of any actual or reasonably suspected unauthorized access to or disclosure of GH Data of which Restaurant becomes aware (a “Data Breach”). Restaurant will identify the cause of, and remediate, such Data Breach; take all steps necessary to comply with applicable data protection law; and fully cooperate with GH to comply with any other remedial steps taken by GH. Further, Restaurant agrees not to notify any regulatory authority, nor any GH User, on behalf of GH unless GH specifically requests in writing that Restaurant do so. GH reserves the right to review and approve the form and content of any notification before it is provided to any party.

3 INTEGRATION

3.1 Responsibility for POS Integrations. Restaurant is solely responsible for the POS and the POS Integration, and GH will have no liability or obligations with respect to the same (including support obligations, unless otherwise set forth herein). Restaurant represents, warrants and covenants that (i) it has and will at all times maintain the right to provide the POS and POS Integration to GH Users as provided hereunder; (ii) that the POS Integration (and any related materials provided to GH) will comply with all applicable laws and regulations, will not infringe the intellectual property or other rights of any third parties, and will not contain viruses, worms, malware or any other harmful scripts or code; and (iii) it will provide timely support for the POS Integration. If the POS or the POS Integration includes any open source software, Restaurant further represents, warrants and covenants that it: (i) has complied and will comply with all applicable open source software licensing terms; and (ii) has not and will not use any open source software in such a manner that would cause any software or other Intellectual Property of GH to be subject to any open source software licensing terms, restrictions or obligations.

3.2 Service Level. Restaurant will perform all integration work necessary to effectuate the purpose of these API Terms in strict compliance with the GH Documentation, these API Terms, and all applicable laws, rules and regulations, and in a professional and workmanlike manner that is at least in accordance with industry standards for the performance of like services. Restaurant will immediately notify GH in the event of any failure of the POS Integration. GH reserves the right, in its sole discretion, to block Restaurant’s access to the GH APIs at any time to address any actual or potential issues with the POS Integration.

3.3 Payments. In consideration for Restaurant’s access to the GH APIs, Restaurant will pay to GH the POS Commission selected in the Services Form. GH will not be liable to Restaurant for any fees hereunder.

3.4 No Surcharge. In no event will Restaurant levy or charge any fee, surcharge, or other financial assessment to GH User or any other person or company in connection with the integration, installation, support or use of the GH APIs or of any other GH products or services through the POS Integration.

4 ADDITIONAL REQUIREMENTS

4.1 API Usage Limits. To maintain optimum performance and ensure that the GH APIs are available to all of GH’s partners, customers and merchants, Restaurant’s API call usage will be limited to 60 requests/minute per token (or as otherwise communicated to Restaurant by GH), and GH reserves the right to suspend the POS Integration without notice in the event Restaurant exceeds such usage.

4.2 Orders. Restaurant may not initiate or cancel any requests for orders or delivery services without the consent of the GH User associated with the order or delivery request. Restaurant may not, and may not encourage or allow any third party to interfere with, hinder, limit, or modify the order amount or any associated fees. In addition, the following terms will apply:

4.2.1 Restaurant will ensure that the POS has sufficient functionality so that food items for each accepted order are prepared and easily accessible for pick-up by the GH User within five (5) minutes of the arrival of such GH User.

4.2.2 In no event will Restaurant redirect orders placed through the Systems to any other destination or use any information derived from GH Users for purposes other than to (i) fulfill its obligations under these API Terms, or (ii) match or otherwise fulfill customer orders.

4.2.3 GH will list Restaurant locations and corresponding menu information on the Systems pursuant to the Agreement. Nothing herein will obligate GH to include all or any Restaurant locations on any particular System.

4.2.4 Following any expiration or termination of these API Terms, Restaurant will continue to accept and fulfill all orders sent to Restaurant through the GH APIs until such time that Restaurant fully complies with the requirements set forth in Section 6.4 of these API Terms.

4.3 Support. Restaurant agrees that it will (i) ensure uptime, availability and reliability of the POS Integration, and (ii) provide 365/24/7 support for POS Integration issues with its dedicated customer service line.

4.4 Testing and Troubleshooting. Restaurant agrees to provide to GH reasonably requested Restaurant hardware and software related to the POS Integration for testing and troubleshooting purposes.

5 CONFIDENTIALITY

5.1 Confidential Information. “Confidential Information” means any information relating to or disclosed in connection with these API Terms and the use of the GH Materials, which is non-public, including, but not limited to, access credentials, API keys, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, projections, and marketing data. Restaurant agrees that, unless GH gives its prior written authorization, Restaurant will: (i) not use Confidential Information for any purpose other than for use of the GH APIs; or (ii) not disclose Confidential Information to any person or entity except Restaurant’s directors, officers, employees and contractors who are required to have such Confidential Information in order to implement and use the GH APIs and who are bound by confidentiality obligations with respect to Confidential Information at least as restrictive as set forth herein. Restaurant will prevent the unauthorized access, use, disclosure, dissemination or publication of Confidential Information with the same degree of care that Restaurant uses to protect Restaurant’s own confidential information of a similar nature, but no less than a reasonable degree of care. Restaurant agrees to notify GH in writing of any unauthorized disclosure or use of Confidential Information of which Restaurant becomes aware.

5.2 Compelled Disclosure. If Restaurant become legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, to the extent permitted by law, Restaurant will give GH prompt written notice of such obligations sufficient to allow GH the opportunity to pursue its legal and equitable remedies regarding such potential disclosure (including but not limited to making an application for a protective order). Restaurant agrees to: (i) assert the confidential nature of such Confidential Information to the governmental entities; (ii) disclose only such Confidential Information as is required to be disclosed by law; (iii) use commercially reasonable efforts to obtain confidential treatment for any such Confidential Information that is so disclosed; and (iv) provide reasonable assistance to GH in protecting such disclosure.

5.3 Return of Materials and Remedies. All documents and other tangible objects containing or representing Confidential Information that have been disclosed or made available by GH to Restaurant, and all copies or extracts thereof or notes derived therefrom that are in Restaurant’s possession, will be and remain the property of GH, and will be promptly returned to GH or destroyed (to the extent permitted by law, with proof of such destruction), upon GH’s written request. The Parties acknowledge that money damages may be an inadequate remedy for breach of this provision. Therefore, GH will be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of this provision by any Restaurant Party, in addition to all other remedies available to it at law or in equity.

5.4 Press and Publicity. Restaurant may not issue any press release or other announcement regarding the POS Integration or Restaurant’s relationship with GH without GH’s prior written consent.

6 TERM AND TERMINATION

6.1 By Restaurant. Restaurant may terminate these API Terms by providing GH sixty (60) days prior written notice.

6.2 By GH. GH may immediately revoke Restaurant’s access to the GH APIs with or without notice if it determines in good faith that such use violates any of these API Terms or if it otherwise objects to Restaurant’s use of the GH APIs for any reason. GH may also terminate any rights granted hereunder or these API Terms, and may add or remove functionalities or features of the GH APIs, at any time and for any reason at GH’s sole discretion. GH will not be liable to Restaurant or any third party for any costs or damages as a result of the revocation of access to the GH APIs or termination of these API Terms.

6.3 Termination of the Agreement. These API Terms will automatically terminate upon the termination of the Agreement between GH and Restaurant.

6.4 Consequences of Termination. Upon any termination of these API Terms: (i) the licenses granted to Restaurant hereunder will immediately terminate and (ii) Restaurant will immediately (a) cease making calls to the GH APIs from any websites, applications, scripts, widgets, or any other software in Restaurant’s possession or under Restaurant’s control; (b) cease all use of the GH Materials; (c) as directed by GH, return to GH or destroy all of the GH Materials, and all copies thereof, from all computers, hard drives, networks and other storage media; and (d) certify in writing to GH that the foregoing actions have been taken.

7 INDEMNIFICATION AND INSURANCE

7.1 Restaurant Indemnity. Restaurant will indemnify, defend and hold harmless the GH Parties, individually and collectively, against any claims, suits, actions or proceedings (“Claims”) brought against the GH Parties by a third party to the extent arising from: (i) any Restaurant Party’s use of the GH Materials other than as expressly permitted in these API Terms; (ii) breach or alleged breach of its representations, warranties, covenants or obligations set forth in these API Terms; (iii) the POS and the POS Integration or any other Restaurant sites, products or services, or any part thereof, including without limitation, any Claim that any of the foregoing infringes, misappropriates, or violates any U.S. patent, trademark or service mark, copyright, trade secret or any other proprietary or intellectual property right of any third party; or (iv) the gross negligence or willful misconduct of any Restaurant Party.

7.2 GH Indemnity. GH will indemnify, defend and hold harmless the Restaurant Parties, individually and collectively, against any Claims brought against the Restaurant Parties by a third party to the extent arising from any claim that the GH Materials or any part thereof, infringes, misappropriates, or violates any U.S. patent, trademark or service mark, copyright, trade secret or any other proprietary or intellectual property right of any third party.

7.3 Procedure. The party seeking indemnification (the “Indemnitee”) will provide the other party (the “Indemnifying Party”) prompt written notice of any Claim. The selection of counsel, the conduct of the defense, and any settlement will be within the Indemnifying Party’s control, provided that the Indemnitee will have the right to participate in the defense of any such claim using counsel of its choice (at Indemnitee’s own expense). No settlement of a Claim requiring anything other than the payment of money will be made without notice to, and the prior written consent of, Indemnitee, which consent will not be unreasonably withheld or delayed.

7.4 Restaurant Insurance. Restaurant will maintain commercially reasonable insurance coverage, including, without limitation: (i) commercial general liability insurance, with limits of no less than Three Million Dollars per occurrence; (ii) cyber liability insurance covering theft, loss or unauthorized disclosure of personally identifiable information or third party corporate information in an amount not less than Three Million Dollars; and (iii) professional liability insurance in an amount not less than Three Million Dollars. With respect to each of the foregoing policies, Restaurant will provide GH with a certificate of insurance naming the GH Parties as additional insured. Such policy will contain endorsements that it (a) is primary and non-contributory; (b) contains a waiver of subrogation; and (c) will not be cancelled or changed without providing notice to all certificate holders in accordance with the policy. Restaurant will also maintain workers compensation insurance in accordance with statutory limits. Limits as required herein may be provided by a combination of primary and excess or umbrella policies. Any coverages written on a claims made basis must remain in effect for three (3) years following termination of these API Terms.

8 WARRANTIES AND DISCLAIMER

8.1 Representations and Warranties. Each party represents and warrants to the other party that: (i) it has the necessary corporate power and authority to enter into and perform these API Terms; (ii) it will comply with all applicable laws, rules and regulations (including without limitation data protection and privacy laws and regulations) in the exercise of its rights and obligations under these API Terms; and (iii) it will make no false or misleading representations with respect to the other party or its products or services.

8.2 DISCLAIMER. THE GH MATERIALS ALONG WITH ANY OTHER MATERIALS PROVIDED BY GH IN CONNECTION WITH THESE API TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1 ABOVE, GH, ON BEHALF OF ITSELF AND ITS SUPPLIERS, DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER GH NOR ANY OF ITS LICENSORS GUARANTEES THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY DATA OR INFORMATION AVAILABLE THROUGH THE GH APIS OR THE OTHER GH MATERIALS. FURTHER, GH DOES NOT WARRANT THAT THE GH MATERIALS OR OTHER PRODUCTS AND SERVICES WILL MEET RESTAURANT’S REQUIREMENTS OR THAT USE THEREOF WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE.

8.3 Exclusions. For clarity but without limitation, GH will not be liable for any loss or damage to the extent such loss or damage results from Restaurant’s act or omission, or the act or omission of any Restaurant Party, or any other third party.

9 LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF SECTION 5 (CONFIDENTIAL INFORMATION), A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND EACH PARTY’S OBLIGATIONS UNDER SECTION 7.1-7.3 (INDEMNIFICATION), EACH PARTY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THESE API TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE API TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN NO EVENT WILL GH’S TOTAL LIABILITY TO RESTAURANT UNDER THESE API TERMS FOR ALL DAMAGES EXCEED THE AMOUNT OF FEES PAID BY RESTAURANT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE CLAIM. NO GH PERSONNEL WILL HAVE ANY LIABILITY TO RESTAURANT PURSUANT TO THESE API TERMS.

10 MISCELLANEOUS. GH and Restaurant are, and will remain, independent contractors, and nothing in these API Terms will be construed as creating an employer-employee relationship, partnership or joint venture, or collaboration. Notwithstanding anything to the contrary, neither party has any authority of any kind to bind the other party in any respect whatsoever. These API Terms are not intended to benefit, nor will it be deemed to give rise to, any rights in any third party. No ambiguity will be construed against any party based upon a claim that such party drafted the ambiguous language. These API Terms and all exhibits attached hereto, constitute the entire legal agreement between the GH and Restaurant with respect to Restaurant’s use of the GH Materials and supersedes any and all prior verbal or written agreements between the parties, including, without limitation, any click through or website terms of service. Notwithstanding the foregoing, these API Terms are incorporated into the Agreement between GH and Restaurant, and in the event of any conflict between these API Terms and the Agreement, the Agreement will control. GH hereby reserves the right to update and modify these API Terms at any time at its sole discretion. It is Restaurant’s responsibility to review these API Terms periodically to ensure compliance. If any provision of these API Terms is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. In the event of a breach, in addition to any remedies at law or in equity, the non-breaching party will be entitled to seek specific performance and immediate injunctive relief. Failure by either party to require performance or claim breach will not be construed as a waiver. A party will not be liable for any failure of or delay in the performance of these API Terms for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. Restaurant may not assign these API Terms without the prior written consent of GH, and if permission is secured, the assignor will provide GH with advance written notice so that payment can be directed appropriately. Any assignment in violation of this provision by Restaurant will be deemed a nullity. GH may freely assign these API Terms. These API Terms will be binding on the parties’ permitted heirs, successors and assigns. Any dispute, controversy or proceeding arising out of or relating to these API Terms or the relationship between the parties hereto will be governed by in accordance with the terms of the Agreement. This Section 10, the ownership, confidentiality, data and privacy, indemnity, insurance and limitation of liability provisions and any other terms required for the full interpretation of these API Terms following expiration or termination will survive any expiration or termination of these API Terms.

11 NOTICES. All notices under these API Terms will be in writing and will be deemed to have been duly given if given on the earliest to occur of (i) upon delivery, or refusal of delivery, if personally delivered; (ii) on the third business day after deposit with the United States Postal Service if sent by certified mail; (iii) on the first business day after delivery to a nationally recognized overnight courier if sent by such a courier; and (iv) on the day transmitted, as indicated by the transmission confirmation, if given by email (however, any notice transmitted by email after 5:00 PM local time at the destination of the recipient or on a day other than a business day will be considered given on the next business day). All notices to Restaurant will be sent to Restaurant at the address provided on the Services Form under “Contact Information,” or such other address provided by Restaurant and accepted by GH in writing. All notices to GH will be sent to the below, unless otherwise provided by GH:

Grubhub Holdings Inc.
111 W. Washington St., Ste. 2100
Chicago, IL 60602
Attn: Legal Department
Email: [email protected]