Terms and Conditions

Updated: March 29, 2024

Participants in the Grubhub marketing platform on Koddi (the “Service”) fully and unconditionally agree to these Marketing Platform Terms, which supplement the agreement  (the “Agreement”) entered into between the merchant participating in the Service (the “Participant”) and Grubhub Holdings Inc. (together with its subsidiaries and affiliates, “Grubhub”), including (as applicable) the Grubhub Restaurant Terms incorporated within the Agreement. Capitalized terms used but not defined in these Marketing Platform Terms shall have the meanings set forth in the Agreement. Grubhub may modify these Marketing Platform Terms at any time at its sole discretion, and any continued use of the Service after the effective date of any such modification shall constitute acceptance of said modifications. Grubhub further reserves the right to discontinue or modify any part of the Service at any time, without liability to participants or to any third party. 

By using the Service, you also agree that certain aspects of the Service may be performed by third party Koddi, Inc. (“Koddi”) on behalf of the Grubhub. You further agree that any such services provided by Koddi will be subject to Koddi’s terms of services located at: https://info.koddi.com/terms-of-service. 

Authorization. Participant represents and warrants to Grubhub that: (1) all information in its registration on the Koddi platform  is complete and accurate; and (2) it has full power and authority to use the Service on behalf of the brand(s) and product(s) identified in its registration and the Agreement. Participant acknowledges and agrees that any third party (for example, a marketing agency) designated by Participant in writing (a “Designee”) may be granted access to Participant’s account on the Service and Participant will be responsible for the actions of its designee as if the actions were those of the Participant. Participant will be responsible to pay any fees associated with campaigns initiated by a Designee.   

Content. Participant agrees that it is solely responsible for the content of any advertisement that it submits to the Service. Participant represents and warrants to Grubhub that:

(1) each advertisement that it submits complies with all applicable laws, rules, and regulations and does not violate the rights (including, but not limited to, intellectual property, privacy, and publicity rights) of any third party;

(2) it is fully authorized to have published any advertisement that it may submit;

(3) any offer promoted in a submitted advertisement is valid and redeemable through Grubhub and;

(4) it has adequate inventory to support any offer promoted in a submitted advertisement.

All advertisements are subject to review by Grubhub, and Grubhub reserves the right to decline to publish, delay the publication of, or remove any advertisement, at its sole discretion, for any or no reason, and without liability to Participant or to any other person. Participant shall agree that Grubhub’s review of any advertisement shall not relieve it of its responsibility to ensure compliance with all applicable laws, rules, and regulations.

Non-Public Information: Participant acknowledges and agrees that Grubhub may share certain non-public information relating to the Grubhub Services and Participant’s Grubhub account with Koddi to the extent necessary for Koddi to provide services on behalf of Grubhub. The foregoing non-public information may include, without limitation, performance metrics relating to orders placed at Participant’s locations on Grubhub (order volume, order frequency, timing of orders, etc.). Participant agrees that the sharing of any such information by Grubhub shall not constitute a breach of Grubhub’s confidentiality obligations as set forth in the Agreement.    

Payment: Participant is required to pay all fees invoiced for advertisements or campaigns published through the Service. Fees for the Service will vary. Fees shall be invoiced to Participant on a monthly basis and payment is due upon receipt. In the event that an invoice issued hereunder remains unpaid for more than forty-five (45) days, Participant agrees that Grubhub may, in its sole discretion: (a) pause all Participant advertisements or campaigns; (b) prohibit Participant from enabling future advertisements or campaigns; (c) debit any unpaid amounts due from regular ACH payments transmitted by Grubhub to Participant (if not already debited in regular course); and/or (d) debit any unpaid amounts directly from Participant’s linked ACH account.

For the avoidance of doubt, any fees for the Services are in addition to all Commissions and other fees (including any Marketing and/or Delivery Commissions) under the Agreement, all of which will continue to apply to orders placed through the GH System. In the event that Participant’s advertisement includes a promotion that Participant will fund, Grubhub Commissions will be based on the pre-discount total of the customer’s total order. 

Spending caps: Participant may set a cap on its campaign advertising budgets through the Service. Once Participant’s spend has reached that cap, the applicable campaign will be deactivated. Participant’s advertisements may continue to receive clicks after its campaign has been deactivated, and that it will be charged for all such clicks. This could occur, for example, when a customer leaves a browser window open and later returns to it and clicks on the deactivated advertisement.

Termination. Grubhub reserves the right, at its sole discretion, to suspend, terminate, or restrict Participant’s use of the Service or any campaign(s), without notice, for any reason or for no reason, and without liability to Participant or to any third party.

No representations or warranties. To the fullest extent permitted by law, the Service is provided “as is,” without warranties of any nature, and Grubhub disclaims all warranties, express or implied, in connection with the Service, including, without limitation, any implied warranties of title, merchantability, fitness for a particular purpose, and noninfringement. Grubhub makes no representation or warranty regarding any advertisement or campaign, including, but not limited to, with respect to performance, conversion, targeting, adjacency, ranking or placement of any campaign on the GH System. 

Miscellaneous. The  Agreement shall remain in full force and effect. In the event of a conflict between the terms of these Marketing Platform Terms and the terms of the Agreement, the Agreement shall control.