Last Updated: January 17, 2019

These Donate the Change Terms of Use (the “Terms”) constitute a legally binding agreement between you (“you”, “your”, or “user”) and Grubhub Holdings Inc. (“Grubhub”, “Seamless”, “we”, “us”, or “our”) that governs your use of the Donate the Change feature (the “Feature”) on Grubhub’s and its subsidiaries’ and affiliates’ websites, including without limitation grubhub.com and seamless.com, and mobile applications (collectively, the “Sites”). Your use of the Feature is subject to these Terms, the Grubhub Privacy Policy, available at https://www.grubhub.com/legal/privacy-policy (the “Privacy Policy”) and the Grubhub Terms of Use, available at https://www.grubhub.com/legal/terms-of-use (the “Terms of Use”). If there is any conflict between the Terms of Use or the Privacy Policy and these Terms, the Terms of Use or the Privacy Policy, as applicable, will apply. Any defined terms contained herein shall have the same meaning as those in the Terms of Use or the Privacy Policy, as applicable. You may use the Feature only in compliance with these Terms, the Terms of Use and the Privacy Policy (collectively, the “Agreements”) and all applicable laws and regulations. Your use of the Feature indicates that you agree with, and are bound by, the Agreements. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENTS, YOU MAY NOT USE THE FEATURE.

1. The Donate the Change Feature

The Feature allows participating users the ability to enable a function within the Sites that will round up payment charges for qualifying orders to the next whole dollar and donate the difference between the order amount and the next whole dollar at the time the order is placed (such difference, a “Donation”) to a charitable cause or public interest organization (each a “Cause”). In the event multiple Causes are featured simultaneously on the Sites, users may select the Cause to which they wish to direct their Donation when enabling the Feature. In the event a user does not select a Cause at the time the order is placed, or if multiple Causes are not available, the user authorizes Grubhub to select the Cause. Users must have a Grubhub or Seamless account to participate. The Feature is not available on Grubhub for Work, corporate accounts, or for orders placed using a line of credit payment method.

2. Payment and Donations

By enabling the Feature, you authorize Grubhub to round up payment charges for each qualifying order to the next whole dollar (after tax, tip, and fees), which may range from $0.01 to $0.99, and you authorize Grubhub to charge the payment method used for the qualifying order for the Donation (which will be in addition to the payment charges for the order itself). You may not increase or decrease the Donation amount. Grubhub will hold your Donation for each order, without interest, and you authorize Grubhub to donate 100% of the Donation to the selected Cause.

At Grubhub’s sole discretion, Grubhub may provide you with a monthly, quarterly or annual summary of your Donation activity; provided, however that Grubhub will calculate and display the amount of your Donation as a line item in your order receipt, and this will constitute Grubhub’s sole reporting obligation to you in connection with the Donation.

Users may only select one Cause per order, and may only use the Feature to donate to Causes that Grubhub makes available through the Sites. Once the Feature has been enabled, it will remain enabled for subsequent qualifying orders until the Feature has been turned off by the user. Users may turn the Feature on and off at any time; provided that, if a qualifying order is placed while the Feature is enabled, then a Donation will result unless it is cancelled or refunded in accordance with the Agreements.

Grubhub will only allow users the ability to enable the Feature for certain qualifying orders. If the cost of an order results in a full dollar total, then no Donation will be made. Unless stated otherwise, use of the Feature will not generate any additional benefits to users through any loyalty or rewards program. Orders that are cancelled or fully refunded will result in cancellation or refund of the Donation, but partial refunds will not affect the Donation.

3. Causes

Grubhub does not guarantee that any single Cause will always remain available for the Feature, and Grubhub reserves the right to remove or replace any Cause from the Feature at any time and for any reason. Further, Grubhub does not make any guarantees or representations that any Cause will continuously operate or qualify as a charitable cause or public interest organization, or that its mission will remain the same. Grubhub disclaims liability for, and makes no guarantees or representations with respect to, how the Donation will be spent by the Cause, or any potential tax deductions or benefits that users may receive as a result of any Donation. Some Donations may not be eligible for tax deductions or other benefits. Users are solely responsible for undertaking any required reporting and for claiming any applicable tax benefits that they wish to seek. Grubhub does not represent, warrant, or guarantee that you will receive any tax documentation or that the IRS will ultimately recognize your contribution as being tax deductible, whether in full or in part. You should seek the advice of a tax professional to determine whether your Donation qualifies for a tax deduction or otherwise. Grubhub does not provide legal or tax advice, and nothing contained herein or anywhere in the Sites should be construed as such.

4. Limitation of Liability

IN NO EVENT SHALL GRUBHUB OR ANY CAUSE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER SIMILAR DAMAGES ARISING FROM THESE TERMS, YOUR USE OF THE FEATURE OR ANY CAUSE’S USE OF YOUR DONATION, HOWEVER ARISING, INCLUDING NEGLIGENCE, EVEN IF WE, THE CAUSE OR OUR AGENTS OR REPRESENTATIVES OR THE CAUSE’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

5. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, GRUBHUB MAKES NO REPRESENTATIONS OR WARRANTIES TO YOU CONCERNING THE SITES, THE FEATURE OR OTHERWISE (COLLECTIVELY, THE “GRUBHUB MATERIALS”). GRUBHUB PROVIDES THE GRUBHUB MATERIALS “AS IS” AND WITHOUT WARRANTY. GRUBHUB DOES NOT WARRANT THAT THE GRUBHUB MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATIONS OF THE GRUBHUB MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE GRUBHUB MATERIALS WILL BE AVAILABLE AT ALL TIMES. TO THE FULLEST EXTENT PERMITTED BY LAW, GRUBHUB SPECIFICALLY DISCLAIMS ALL WARRANTIES IN RESPECT TO THE GRUBHUB MATERIALS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

6. General

Grubhub reserves the right to discontinue the Feature and cease collecting Donations at any time and for any reason and without notice; provided that, if the Feature is terminated, Grubhub agrees to direct any existing Donations to the applicable Cause(s) pursuant to these Terms. Additionally, Grubhub may change this agreement from time to time and without prior notice. If Grubhub makes a change to these Terms, it will be effective as soon as Grubhub posts it and the most current version of the Terms will always be posted under the Donate the Change “Terms of Use” link (“Updated Terms”). If Grubhub makes a material change to the Terms, Grubhub may notify you. You agree that you will review this agreement periodically. By continuing to use the Feature after Grubhub posts Updated Terms, you agree to be bound by the Updated Terms, and if you do not agree to the Updated Terms, you will stop using the Feature.