PARTICIPATION IN THE BETA PROGRAM

The purpose of the Grubhub Driver App Beta Program (“Beta Program”) is to make beta and other pre-release versions of the Driver App and related documentation, materials, and information (collectively, the “Pre-Release Materials”) available to Beta Program participants from time to time for the purpose of providing Grubhub with feedback on the quality and usability of the Pre-Release Materials.

Unless otherwise agreed or permitted by Grubhub in writing, you cannot share or transfer any software or other materials you receive from Grubhub in connection with being a Beta Program participant. Your username and password you use to login as a Beta Program participant cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your username and password and for any activity in connection with your Driver App account. 

You understand that Grubhub may make Pre-Release Materials available to Beta Program participants automatically upon your opt-in to the Beta Program. All use of such Pre-Release Materials will be made available to you pursuant to these Beta Terms, as well as your Delivery Partner Agreement with Grubhub (“Driver Agreement”), the Grubhub Driver App Terms of Use as in effect at the time, which can be viewed at https://driver.grubhub.com/termsOfUse.html (“Driver App Terms”), and the Driver App Privacy Policy as in effect at the time, and which can be viewed at: https://driver.grubhub.com/privacyPolicy.html (“Driver App Privacy Policy”).

You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Grubhub. You understand that your participation in the Beta Program does not obligate Grubhub to provide you with any Pre-Release Materials. Grubhub reserves the right to modify these Beta Terms from time to time.

CONFIDENTIALITY

You agree that the Pre-Release Materials and any information concerning the Pre-Release Materials (including its nature and existence, features, functionality, and screen shots), and any other information disclosed by Grubhub to you in connection with the Beta Program will be considered and referred to in these Beta Terms as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by Grubhub, (c) is independently developed by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by Grubhub and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under these Beta Terms. All Confidential Information remains the sole property of Grubhub and you have no implied licenses or other rights in the Confidential Information not specified in these Beta Terms.

Except as expressly permitted in herein, you agree that you will not disclose, publish, or otherwise disseminate any Confidential Information to anyone, or as otherwise expressly permitted or agreed to in writing by Grubhub. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Pre-Release Materials to third parties. You agree to use the Confidential Information solely for the permitted uses as set forth in these Beta Terms. You agree not to use Confidential Information otherwise for your own or any third party’s benefit without the prior written approval of an authorized representative of Grubhub in each instance. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Grubhub that may be difficult to ascertain. Accordingly, you agree that Grubhub will have the right to seek immediate injunctive relief to enforce obligations under these Beta Terms in addition to any other rights and remedies it may have.

TERMINATION

Grubhub retains sole discretion over the availability of the Beta Program. Your participation in the Beta Program will terminate automatically upon the termination of your Driver Agreement for any reason. You may also opt-out of any individual pre-release version of the Driver App or the Beta Program altogether by notifying Grubhub within the Driver App or via any other means that may be otherwise communicated to you by Grubhub. When your participation in the Beta Program ends, you agree to immediately cease all use of, and/or destroy or delete, all Confidential Information in your possession or control (including, without limitation, any Pre-Release Materials), provided that if you are unable to purge certain Confidential Information from your device, then you agree that you will continue to hold the Confidential Information in accordance with the confidentiality requirements set forth in these Beta Terms.

PRECAUTIONS FOR USE OF PRE-RELEASE MATERIALS

You understand that to participate in the Beta Program you may need to remove certain applications or other materials from your device in order to load the Pre-Release Materials. You further understand that once you load such Pre-Release Materials onto your computer and/or device, you may be unable to revert back to the Driver App version you were using prior to loading the Pre-Release Materials or any earlier release of the Pre-Release Materials. In addition, applications and services you have installed or been using may be unable to run or function in the same manner because of your use of the Pre-Release Materials. In addition, the Pre-Release Materials may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device or from your peripherals connected thereto. GRUBHUB SHALL NOT BE RESPONSIBLE FOR ANY COSTS, EXPENSES OR OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF YOUR TESTING, INSTALLATION OR USE OF PRE-RELEASE MATERIALS, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO ANY DEVICE, APPLICATION, SERVICE, OR DATA OR ANY LOSS OF DATA OR INFORMATION ARISING FROM YOUR USE OF SUCH PRE-RELEASE MATERIALS. 

NO WARRANTY

The Pre-Release Materials provided hereunder may be designated as alpha, beta, development, pre-release, untested, or not fully tested versions. The Pre-Release Materials may be incomplete and may contain errors or inaccuracies that could cause failures, corruption and/or loss of data or information. You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the Pre-Release Materials is at your sole risk, and that it is your responsibility to promptly notify Grubhub in the event that any bugs or other issues with the Pre-Release Materials materially hinders your ability to perform your obligations under your Driver Agreement. You acknowledge that Grubhub has not publicly announced the availability of the Pre-Release Materials, that Grubhub has not promised or guaranteed to you that such Pre-Release Materials will be announced or made available to anyone in the future, and that Grubhub has no express or implied obligation to you to announce or introduce the Pre-Release Materials or any similar or compatible product, or to continue to offer access to the Pre-Release Materials in the future. 

NO WAIVER OR ASSIGNMENT

No delay or failure to take action under these Beta Terms will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Grubhub, and no single waiver will constitute a continuing or subsequent waiver. These Beta Terms may not be assigned by you in whole or in part. Any contrary assignment shall be null and void. 

SEVERABILITY

If any provision of these Beta Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Beta Terms shall otherwise remain in full force and effect and enforceable. These Beta Terms, including any supplemental terms provided to you pursuant to these Beta Terms and any additional terms accompanying the Driver App (including but not limited to the Driver App Terms and Driver App Privacy Policy), constitutes the entire agreement with respect to your use participation in the Beta Program and supersedes all prior or contemporaneous oral or written agreements concerning the Beta Program. Except as expressly set forth herein, any waiver or amendment of any provision of these Beta Terms shall be effective only if in writing and signed by authorized representatives of both parties.