End User License Agreement
Last Updated: October 16, 2020
PLEASE READ THIS EULA CAREFULLY. BY ACCESSING OR USING THE GRUBBRR OFFERINGS, CLICKING ON AN “I ACCEPT” BUTTON, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS EULA, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH GRUBBRR, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS EULA PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THIS EULA. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU ENTERED AN AGREEMENT TO USE THE GRUBBRR OFFERINGS.
IF YOU DO NOT AGREE TO BE BOUND BY THIS EULA, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR ANY OTHER GRUBBRR OFFERINGS. YOU ACKNOWLEDGE AND AGREE THIS EULA LIMITS THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE BETWEEN YOU AND GRUBBRR.
PLEASE NOTE THE TERMS CONTAINED IN THIS EULA ARE SUBJECT TO CHANGE BY GRUBBRR IN ITS SOLE AND ABSOLUTE DISCRETION AT ANY TIME; however, when changes are made, Grubbrr will make a new copy of this EULA available on www.grubbrr.com. If you do not agree to any change(s) after the changes are posted to the website, you shall stop using the Grubbrr Offerings. Otherwise, your continued use of the Grubbrr Offerings constitutes your acceptance of such change(s).
1. Use of a Grubbrr Offering.
- Grubbrr Offering License. The Grubbrr Offerings are protected by copyright laws. Subject to your compliance with these terms of this EULA, Grubbrr grants you a limited non-exclusive, non-transferable, revocable license to access and/or use the applicable Grubbrr Offering(s) on a mobile device, computer, and/or kiosk that you own or control solely for your own personal purposes.
- Updates. You understand that Grubbrr may require you to accept updates to the Grubbrr Offerings. Therefore, you acknowledge and agree that Grubbrr reserves the right, in its sole discretion, to modify the Grubbrr Offerings from time to time, with or without notice. You may need to update third-party software from time to time to continue to use the Grubbrr Offerings.
- Limitations on Your Use of Grubbrr Offerings. The rights granted to you in this EULA are subject to the following restrictions: (a) you may not attempt, or authorize, encourage, or support others’ attempts, to circumvent, reverse engineer, decrypt, break or otherwise alter or interfere with the Grubbrr Offerings; (b) you may not copy, distribute, sell, resell, or exploit for any commercial purposes any portion of the Grubbrr Offerings; (c) you shall not use any manual or automated software, devices or other processes, including, without limitation, spiders, robots, scrapers, data mining tools, and the like, to “scape” or download data from any web pages contained in the Website or elsewhere in the Grubbrr Offerings; (d) you shall not access the Grubbrr Offerings to build a competing or similar website or service; and (e) except as expressly stated herein, no part of the Grubbrr Offerings may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
2. Eligibility and Required Data.
- Registering Your Profile. To access certain features of the Grubbrr Offerings you may be required to become an End User. For purposes of this EULA, an “End User” is a User who has created an account on the Website or to use another Grubbrr Offering (“Profile”).
- Required Data. In registering to use the Grubbrr Offering(s), you agree to (1) provide true, accurate, current and complete information about yourself as required by Grubbrr to access the Grubbrr Offering(s) (the “Required Data”); and (2) maintain and promptly update the Required Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Grubbrr Offerings under the laws of the United States or any other applicable jurisdiction. You are responsible for all activities that occur under your Profile. You agree that you shall monitor your Profile to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Grubbrr Offerings by minors and/or any other third party. You may not share your Profile or password with anyone, and you agree to notify Grubbrr immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Grubbrr reasonably believes that such information is untrue, inaccurate, not current or incomplete, Grubbrr has the right to suspend or terminate your Profile and refuse any and all current or future use of the Grubbrr Offerings (or any portion thereof).
If you materially breach the terms of this EULA, or any other agreement between you and Grubbrr, Grubbrr may suspend your ability to use the Grubbrr Offerings and/or may terminate this EULA effective immediately, with or without notice to you. If you wish to terminate this EULA, you may do so by: (a) notifying Grubbrr at any time, and (b) closing your Profile for all Grubbrr Offerings that you use. Your notice should be sent, in writing, to Grubbrr’s address set forth below. Upon termination of this EULA, your right to use the Grubbrr Offerings will automatically terminate immediately. Grubbrr will not have any liability whatsoever to you for any suspension or termination. All provisions of this EULA, which by their nature should survive, shall survive termination of the EULA, including without limitation, ownership provisions, warranty disclaimers and limitation of liability. Notwithstanding anything to the contrary contained herein, in the event you terminate this EULA, you will remain responsible for all sums owed by you to Grubbrr.
4. Payment and Billing
You agree to pay all fees or charges to your Profile in accordance with the fees, charges and billing terms from Grubbrr or any third party acting on their behalf and in effect at the time a fee or charge is due and payable. You must provide Grubbrr with a valid credit card and immediately notify Grubbrr of any change in your billing address or the credit card used for payment hereunder to allow Grubbrr to collect all applicable fees owed by you.
5. Refund Policy
You acknowledge that Grubbrr is not responsible for full or partial refunds on purchases of your products or services or related charges. Addressing your customer’s requests for refunds on purchases of your products or services will be the sole responsibility of you or another third-party vendor with whom you contract.
6. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE GRUBBRR OFFERINGS IS AT YOUR OWN RISK. THE GRUBBRR OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GRUBBRR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT. GRUBBRR MAKES NO WARRANTY THAT THE GRUBBRR OFFERINGS WILL MEET YOUR REQUIREMENTS, OR THAT THE GRUBBRR OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU UNDERSTAND AND AGREE THAT ANY GRUBBRR OFFERINGS YOU OBTAIN IS DONE AT YOUR OWN RISK, AND GRUBBRR MAKES NO WARRANTY REGARDING ANY DEALINGS WITH OR TRANSACTIONS ENTERED INTO WITH ANY OTHER PARTIES THROUGH THE GRUBBRR OFFERINGS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GRUBBRR OR THROUGH THE GRUBBRR OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
7. Limitation of Liability
YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL GRUBBRR, ANY THIRD PARTY PROVIDERS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATED TO YOUR USE OF THE GRUBBRR OFFERINGS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT OR OTHERWISE. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS PARAGRAPH REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS EULA AND THAT THE PARTIES WOULD NOT ENTER INTO THIS EULA WITHOUT THESE LIMITATIONS OF LIABILITY. UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF GRUBBRR TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO YOUR USE OF THE GRUBBRR OFFERINGS AND/OR THIS EULA, EXCEED ONE HUNDRED DOLLARS ($100.00). To the extent certain jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.
You agree to indemnify, defend and hold harmless Grubbrr and its agents, employees, representatives, licensors, affiliates, officers and directors, from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) resulting or arising from any third-party claim in connection with (a) any information you (or anyone accessing the services using your Profile) submit or transmit through the Grubbrr Offerings, (b) your use of or access to the Grubbrr Offerings, (c) your violation of this EULA, (d) your violation of any rights of any third party, or (e) any viruses, trojan horses, worms, time bombs, cancelbots, spyware, or other similar harmful or deleterious programming routines input by you into the Grubbrr Offerings.
9. Intellectual Property Ownership.
Except for the content and information you upload to the Grubbrr Offerings, you agree that Grubbrr and its suppliers (as applicable) own all rights, title and interest in the Grubbrr Offerings, including all trademarks, brand names, and logos therein. All such material is protected by relevant intellectual property laws, including copyright, trademark, patent and/or trade secret laws. Such material may not be modified, reproduced, transmitted, sold, offered for sale, publicly displayed, or redistributed in any way without our prior written permission and the prior written permission of any other applicable rights licensor. All trademarks, brands, slogans and other indicia of origin that appear on or in connection with the Grubbrr Offerings (“Grubbrr IP”) are the property of Grubbrr and/or its affiliates, licensors and/or licensees. You are not authorized to use any such Grubbrr IP.
10. INTENTIONALLY OMITTED.
11. Governing Law; Jurisdiction; Venue; Waiver of Trial by Jury; Class Waiver.
- Governing Law; Jurisdiction; Venue. This EULA shall be governed and construed in accordance with the laws of the State of Florida without regard to its conflicts of laws provisions. You and Grubbrr agree to submit to the exclusive jurisdiction of the courts located within the County of Palm Beach County, Florida to resolve any legal matter arising from this EULA.
- Waiver of Jury Trial. ALL PARTIES TO THIS EULA HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS EULA OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION AND (B) ACKNOWLEDGES AND AGREES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS EULA BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
- Waiver of Class or Consolidated Actions.ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS EULA MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR END USER CANNOT BE LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR END USER.
- Notice. Where Grubbrr requires you provide an e-mail address, you are responsible for providing Grubbrr with your most current e-mail address. In the event the last e-mail address you provided to Grubbrr is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this EULA, Grubbrr’s dispatch of an e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Grubbrr only at the following address: Automata Transactions, LLC d/b/a Grubbrr®, 1081 Holland Drive, Boca Raton, FL 33487. Such notice shall be deemed given when received by Grubbrr by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of the EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any provision of the EULA is, for any reason, held to be invalid or unenforceable, the other provisions of the EULA will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- Export Control. You may not use, export, import, or transfer the Grubbrr Offerings except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Grubbrr Offerings, and any other applicable laws.
- Electronic Communications. The communications between you and Grubbrr use electronic means, whether you use or access Grubbrr Offerings or send Grubbrr e-mails, or whether Grubbrr posts notices on the Website or through other Grubbrr Offerings or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Grubbrr in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Grubbrr provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Release. You hereby release Grubbrr, its affiliates and each of their officers, directors, employees, and agents and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Grubbrr Offerings, including but not limited to, any interactions with or conduct of other End Users or third-party websites of any kind arising in connection with or as a result of the EULA or your use of the Grubbrr Offerings. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
- Assignment. This EULA, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Grubbrr’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Force Majeure. Grubbrr shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Grubbrr Offerings, please contact us at: Automata Transactions, LLC d/b/a Grubbrr®, 1081 Holland Drive, Boca Raton, FL 33487.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Entire Agreement. This EULA is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.