Grubhub Corporate Terms of Service
Effective: July 8, 2020
Grubhub Holdings Inc.
- Corporate Services.
- For all Clients that registered with Grubhub prior to April 8, 2021, Grubhub shall provide Client with an electronic invoice (each, an “Invoice“) with the total amount due for all orders placed by End Users through the System during the applicable invoice period (each, a “Purchase” and collectively, the “Purchases”). The initial frequency of Invoices will be as set forth on your Services Form. Grubhub may change the frequency of Invoices at any time in its sole discretion. If Client receives an Invoice for its Purchases, Client shall pay the total amount due on each Invoice within 15 days of such Invoice being posted on the Grubhub administrative website (each, a “Payment Due Date“) via credit card. Client hereby authorizes Grubhub to charge the full amount of the Invoice to the credit card on file with Grubhub. Client acknowledges and agrees that a valid credit card must be in file before Client is permitted to use the Corporate Account, and Grubhub may suspend the Corporate Account at any time if no active credit card is on file.
- For all Clients that registered with Grubhub on or after April 8, 2021, Grubhub will charge, and you authorize Grubhub to charge, each Purchase to the credit card Client has specified for the Corporate Account. If Client pays any amounts with a credit card, Grubhub may seek pre-authorization of Client’s credit card account prior to Client’s Purchase to verify that the credit card is valid and has credit available for the Purchase.
- Grubhub shall charge Client a service fee or transaction fee for all Purchases placed by End Users through the System (the “Transaction Fee”). The initial Transaction Fee shall be fee set forth on the Services Form. Grubhub may modify the amount of the Transaction Fee at any time upon notice to the email address on file for the Corporate Account.
- Grubhub shall generate reports for each Purchase, which shall include: (A) the product subtotal; (B) the associated expenses (e.g., delivery fee, tax, tip); and (C) the Transaction Fee.
- Representations and Warranties. Client represents, warrants and covenants: (i) it has the authority to enter into the Agreement and to grant the rights granted hereunder, and doing so will not violate any other agreement to which it is a party; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; and (iii) its use of the Services and System will comply with all applicable laws.
- Late Payments. Client acknowledges that Grubhub advances payment for Purchases placed via the System(s) on Client’s behalf. A non-refundable late fee of 3.5% shall be assessed for all balances still outstanding under an Invoice at any time after its Payment Due Date. Grubhub may suspend Client’s access to the System(s) or terminate this Agreement, in Grubhub’s sole discretion, at any time for any non-payment of any Invoice hereunder.
- Liability. Grubhub’s maximum total liability to Client arising out of or related to this Agreement, regardless of the cause of action, will not exceed the amount of Transaction Fees paid by Client in the twelve (12) month period immediately preceding the date on which the claim arose. In no event shall Grubhub be liable to Client for any lost profits or revenue, loss of business, or business interruption or for any consequential, incidental, special, exemplary, indirect or punitive damages, regardless of the cause of action and whether or not Grubhub has been advised of the possibility of such damages. Notwithstanding anything to the contrary herein, Client acknowledges and agrees that Grubhub is not responsible and therefore will have no liability for (i) the quality of the food or (ii) for delivery of the food provided by any individual or entity not directly engaged or contracted by Grubhub.
- Intellectual Property; No Reverse Engineering. Client acknowledges and agrees that the design, text, graphics, interfaces, images (including the selection and arrangement thereof), software and all related technology in the Systems are intellectual property owned or licensed solely by Grubhub. Client agrees that it will not, directly or indirectly, and will not encourage, assist or authorize any other person or entity to, copy, modify, reverse engineer, decompile or disassemble the Systems, in whole or in part, or create any derivative works from or of the Systems.
- Dispute Resolution. Client and Grubhub agree that all claims or disputes arising out of the Agreement will be decided by an arbitrator through arbitration and not by a judge or jury (“Arbitration Agreement”). This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) and evidences a transaction involving commerce. The arbitration will be conducted before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), which are available at www.adr.org. The arbitrator’s fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys’ fees. The arbitration proceeding will take place in New York, NY, unless otherwise agreed. A court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award. The parties agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything herein and/or the applicable AAA Rules, the interpretation, applicability or enforceability of the Class Action Waiver may only be determined by a court and not an arbitrator. The following claims are excluded from this Arbitration Agreement: (a) claims in small claims court; (b) claims to enforce or to prevent the actual or threatened violation of a party’s intellectual property rights; (c) claims for temporary relief in connection with an arbitrable controversy; and (d) claims that are non-arbitrable per the applicable federal statute.
- Termination. Client’s rights under this Agreement will terminate automatically without notice if Client fails to comply with any term of this Agreement. Grubhub may terminate Client’s Corporate Account at any time and for any reason, with or without notice to Client. Further, Grubhub reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the System and/or Services offered on or through the System (or any part thereof), including but not limited to the System’s features, look and feel, and functional elements and related Services. Grubhub will have no liability whatsoever on account of any change to the System or any suspension or termination of Client’s access to or use of the System. Client may terminate this Agreement at any time upon 30 days prior written notice by sending an email to [email protected].
- Entire Agreement; Miscellaneous. Grubhub and Client are independent contractors, and nothing herein may be construed to create any agency, partnership or joint venture between them. Notwithstanding anything to the contrary, neither party has any authority of any kind to bind the other party in any respect whatsoever. The Agreement 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. With the exception of the Arbitration Agreement, which will be governed by the FAA, the Agreement will be governed by New York law, without regard to conflict of law principles. The Agreement and any other agreements or terms incorporated herein by reference, constitute the entire agreement between the parties and supersedes any prior understanding (written or oral) on the subject matter hereof. Grubhub hereby reserves the right to update and modify these Terms at any time at its sole discretion, provided that such modifications will be applied only prospectively. Client agrees that Grubhub has the right to notify Client of updates to these Terms by posting them on the Systems. Therefore, Client should review these Terms before using the Services. The Agreement may not be amended by Client unless such amendment is signed by an authorized representative of Grubhub. If any provision of the Agreement 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. Except for Client’s payment obligations hereunder, a party will not be liable for any failure of or delay in the performance of the Agreement 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. Client may not assign the Agreement without the prior written consent of Grubhub. Any assignment by Grubhub in violation of this provision will be deemed a nullity. Grubhub may freely assign the Agreement. The Agreement will be binding on the parties’ permitted heirs, successors and assigns. Any dispute, controversy or proceeding arising out of or relating to the Agreement or the relationship between the parties hereto will be governed by in accordance with the terms of the Agreement.
- Notices. All notices under the Agreement 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 Client will be sent to Client at the address or email address provided on the Services Form, or such other address provided by Client and accepted by Grubhub in writing. Except as set forth in Section VII, all notices to Grubhub will be sent to the below, unless otherwise provided by Grubhub:
Grubhub Holdings Inc.
111 W. Washington St., Ste. 2100
Chicago, IL 60602
Attn: Legal Department
Email: [email protected]