These Smart Promotions Terms & Conditions (“Smart Promos Terms”) govern Smart Promotions programs, campaigns, offers, and features (collectively, “Smart Promos”) provided or made available by Grubhub Holdings Inc., its subsidiaries and affiliates (collectively, “Grubhub” or “GH”) to certain restaurants (each, a “Restaurant”). By accepting these Smart Promos Terms, which you must do in order to use or participate in Smart Promos, you certify that you are the duly authorized representative of the Restaurant, that you have carefully reviewed these Smart Promos Terms, and that you are agreeing on behalf of Restaurant to participate in Smart Promos and to be bound by the Smart Promos Terms. If you do not agree with these Smart Promos Terms, you may not participate in Smart Promos and/or use any Smart Promos feature on the Platform. Capitalized terms used but not defined in these Smart Promos Terms will have the meanings ascribed to them in the restaurant agreement between Restaurant and GH, including the GFR Terms of Use and the Perks Terms of Use (collectively, the “Restaurant Terms”), which are hereby incorporated by reference in their entirety. Smart Promos include Smart Promos Promotions and Loyalty Programs (including Rewards) as the terms “Promotions,” “Loyalty Programs” and “Rewards” are defined in the Perks Terms of Use. To the extent of any inconsistency between the terms of the Restaurant Terms and the terms hereof, the Smart Promos Terms shall control to the extent of the inconsistency with respect to Smart Promos only. 

RESTAURANT OFFERS & MATCHING PROGRAMS

From time to time, GH may offer select restaurants promotional offers with respect to Smart Promos, such as opportunities for GH to match Restaurant’s Monthly Budget (defined below) up to a certain amount (each, a “Matching Program”) (collectively, “Restaurant Offers”). GH may fund Restaurant Offers via monthly or weekly statement credit(s) to Restaurant at GH’s discretion. Subject to applicable law, GH may notify Restaurant of Restaurant Offer suspension, termination, or modification by posting information in the Grubhub for Restaurants portal (“GFR”), notifying Restaurant via email, or posting on this page. When Restaurant Offers (including any Matching Program) terminate, Restaurant’s participation in Smart Promos will not automatically terminate and it is Restaurant’s responsibility to cancel if Restaurant no longer wishes to participate. 

SMART PROMOS FUNDING & PAYMENT

By launching or signing up for Smart Promos, Restaurant acknowledges and agrees that Restaurant is responsible for funding the full cost of or otherwise fulfilling Restaurant Smart Promos Promotions and Loyalty Program Rewards (subject to applicable Restaurant Offers). More specifically, Restaurant agrees to fund Smart Promos Promotions up to the selected budget amount (“Monthly Budget”), to the extent a Monthly Budget applies, on an automatically recurring basis each calendar month. The Monthly Budget does not apply to Loyalty Program Reward redemptions. Restaurant agrees that payment for Smart Promos Promotions and Rewards will be deducted from payments made to Restaurant by GH at Restaurant’s then-current payment interval. With respect to orders placed where Smart Promos Promotions and Rewards are redeemed by customers, Restaurant acknowledges that Commissions may be calculated based on the non-discounted product total rather than the amount paid by the customer, if any.

CANCELLATION

Restaurant may cancel/opt out of Smart Promos programs by updating their settings in GFR with respect to applicable Smart Promos programs or by notifying their GH Account Advisor in writing upon at least seven (7) days’ notice, provided that (i) for Loyalty Programs, Restaurant agrees to continue funding Loyalty Program Reward redemptions during the Sunset Period, and (i) for all other Smart Promos programs and campaigns, Restaurant agrees to fund Smart Promos Promotions that have been redeemed by customers through the end of the then-current calendar month. If Restaurant cancels its participation in a Loyalty Program, Restaurant acknowledges and agrees that GH may continue to offer the Loyalty Program and associated Rewards to customers for a period of time up to thirty (30) days after cancellation (“Sunset Period”) and that Restaurant will continue to be responsible for funding reward redemptions during that time.

DISCLAIMER

Smart Promos is available for eligible restaurants only (as determined by GH in its sole discretion). GH reserves the right to revoke Restaurant’s access to Smart Promos at any time and for any reason with or without notice, including without limitation in the event GH believes Restaurant has violated the Restaurant Terms or has engaged in fraudulent activity. Except as expressly stated otherwise by GH, Smart Promos will be designed and executed by GH at its sole option and discretion (including, without limitation, with respect to customer eligibility and communications, timing, offer values, and customer terms and conditions). GH does not guarantee any level of performance with respect to Smart Promos. Further, Restaurant acknowledges and agrees that any estimates or predictions provided by GH with respect to Smart Promos are simplified estimates only and not guaranteed results. To the extent permitted by law, GH reserves the right to cancel, suspend and/or modify the Smart Promos, or any part of Smart Promos (including without limitation these Smart Promos Terms), for any reason at any time with or without notice, including, without limitation, if any fraud or technical failure impairs the integrity or proper functioning of Smart Promos.