DineDen Platform.

DineDen enables its members to reserve and pick up meals offered and prepared by restaurants, food service providers, and chefs that partner with DineDen (“Merchants”). Through the DineDen Site you can access third party products and services. DineDen itself is not a restaurant, chef or food service provider and does not own, operate or control any of the restaurants, chefs, or food services facilities accessible through the Site. DineDen is not responsible for the preparation, safety, or quality of any meals offered by its Merchants, or for verifying the accuracy of any descriptions or representations made by Merchants regarding their ingredients or meals. DineDen is not responsible for the safety or accessibility of any Merchants’ premises, or for the compliance by Merchants of any applicable laws or regulations.

Merchant and Meal Availability and Allocation.

DineDen makes no guarantee about the availability of particular Merchants, meals, menu choices or other inventory, and availability may change over time.

Meal Ingredients.

DineDen makes no guarantee regarding the quality or nature of the ingredients contained in any meal offered by Merchants, or that any listing or description of ingredients for any meal is comprehensive or accurate. You acknowledge and agree that it is your responsibility to take any steps to confirm that you are not allergic to, or intolerant of, any ingredients contained in any meal that you order or use, including inquiring with the Merchant offering that meal directly if necessary. If you are uncertain as to whether any meal offered by or reserved from a DineDen meals may contain ingredients to which you are allergic or intolerant, do not order or use such a meal.

Meal Quality.

DineDen makes no guarantee regarding the quality of any meal offered by Merchants.

Use of DineDen membership.

Your DineDen membership is personal to you and not for the use or benefit of any third party, and you agree not to share your account with anyone else, or to create more than one account. DineDen may not be used for commercial purposes. To use your DineDen membership you must have access to the Internet. We continually update and test various aspects of the DineDen platform. We reserve the right to, and by using our service you agree that we may, include you in or exclude you from these tests without notice.

Use of DineDen application.

You must have the DineDen Android App or iOS App installed on your mobile device. To pick up your meal or pay for your dine-in meal with your DineDen account, you will be required to open the app, log in to your account, and present the Merchant your the QR code found on the upcoming meal reservation. DineDen reserves the right to modify this pick up and dine-in confirmation process as required by the restaurant and/or DineDen. DineDen does not warrant that the Platform will be compatible or interoperable with your mobile device. The Platform requires and uses data access and text messaging capabilities. Carrier rates for data and text messaging may apply, and you are responsible for all of these charges.

Prepaid Meals & Billing

Members charge a virtual wallet with funds which are used to pay for meals purchased on DineDen. We use Stripe, a third-party payment processor, to bill your Payment Method for your meals. The processing of payments will be subject to Stripe’s own terms and conditions (which can be found at https://stripe.com/payment-terms/legal) and privacy policy (which can be found at https://stripe.com/us/privacy) in addition to these Terms. DineDen exercises no authority or control over Stripe, and is not responsible for error by Stripe. By choosing to fund your virtual wallet on DineDen, you authorize DineDen, through Stripe, to charge your Payment Method any applicable fees and charges. DineDen reserves the right to correct any errors or mistakes that Stripe makes even if DineDen has already requested or received payment.

Meal Prices and fees

DineDen offers its members discounted meals from its merchants at fixed price categories. Meals can be purchased from DineDen for $8.99, $10.99, and $13.99. DineDen does not charge its members any fees for its service.

Merchant Cancellation.

DineDen merchants may cancel pick up orders. DineDen makes no guarantee your pick up order will not be cancelled. However, cancelled pick up orders will be fully refunded to clients.

Client Cancellation.

DineDen clients may cancel their Dined In reservations at any time without incurring any cancellation fees. However, cancelled pick up orders will not be refunded and clients will be charged for cancelled pick up orders in full.

Refunds.

Generally, meal charges and funds you added to your virtual wallet are nonrefundable.

Price Changes.

We reserve the right to adjust pricing at any time. Unless we expressly communicate otherwise, any meal price changes will only be applied to meals not yet reserved for pick up or dine-in.

Termination or Modification

You understand and agree that, at any time and without prior notice DineDen may (1) terminate, cancel, deactivate and/or suspend your account, any meals reserved, or your access to or use of the Site (or any portion thereof) and/or (2) discontinue, modify, alter, or introduce any aspect, feature or policy of the Site or your membership. Upon any termination, we may immediately deactivate your account and all related information and/or bar any further access to your account information and the Site. Upon any such termination by us without cause, as your sole recourse, we will issue you a pro rata refund of the prepaid portion of your virtual wallet applicable to future unused services (less any fees or costs for meals or services already used). If we determine that you have violated these Terms or otherwise engaged in illegal or improper use of the Site, you will not be entitled to any refund and you agree that we will not be responsible to pay any such refund. You agree that DineDen will not be liable to you or any third party for any termination or modification to the service regardless of the reason for such termination or modification. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us is to cancel or terminate your subscription.

Infringing or Fraudulent Activity

DineDen does not permit copyright infringing activities and reserves the right to terminate access to the Site and remove all content submitted by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Site may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies DineDen may have at law or in equity.

Termination or Modification

As stated above, the availability of all or part of our Site may be limited based on demographic, geographic, or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to DineDen or may terminate your subscription at any time based on these criteria. The right to access the Site is revoked where these Terms are not in compliance with any laws, rules and regulations applicable to you or use of the Site is prohibited, or to the extent any offering, sale or provision in connection with the Site conflicts with any applicable law, rule or regulation.

Subscribing Organizations

If you are using or opening an account on behalf of a company, entity, or organization (a “Subscribing Organization”), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization.

Account Information

Account registration requires you to submit to DineDen certain personal information, such as your name, address, and mobile phone number. You are permitted to create only one account. You agree that the information you provide to DineDen at registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account.

Your privacy is important to DineDen. DineDen's Privacy Policyis hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully for information relating to DineDen's collection, use, and disclosure of your personal information. When you make a reservation, the applicable Merchant partner will have access to certain information about you, such as your name, so it can provide services to you, communicate with you regarding the meal you reserved. Please see the Privacy Policy for more information.

You promise not to:

• Harass, threaten, or defraud users, members or staff of DineDen or Merchants;
• Make unsolicited offers, advertisements, proposals, or send junk mail or “spam” to users;
• Impersonate another person or access another user’s account with or without that person’s permission;
• Share your DineDen account information (including but not limited to passwords) with any third party (including but not limited to other DineDen members) or encourage any other user to do so;
• Attempt to redeem any gift card, promotional plan, or promotion more than once or otherwise than as described;
• Cancel any DineDen meals directly with a Merchant, rather than through the DineDen Site;
• Misrepresent the source, identity, or content of information transmitted via the Site, including deleting the copyright or other proprietary rights;
• Upload material (e.g. virus) that is damaging to computer systems or data of DineDen or users of the Site;
• Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others; or
• Upload or send to Site users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content.

As a condition of your use of the Site, you agree that you:

• Will not use the Site for any purpose that is unlawful or prohibited by these Terms;
• May not use the Site in any manner that, in our sole discretion, could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site;
• May not attempt to gain unauthorized access to the Site, or any part of the Site, other accounts, computer systems or networks connected to the Site, or any part of them, through hacking, password mining, or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
• May not remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, any features that prevent or restrict use or copying of any content accessible through the Site, or any features that enforce limitations on the use of the Site or the content therein;
• May not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site;
• Will not modify the Site in any manner or form, nor use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site; and
• Will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass any robot exclusion headers our Site may contain or any other measures we may use to prevent or restrict access to the Site.

DineDen reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

General.

The Site provides certain features which enable you, us, and other users to submit, post, and share reviews and other content or materials. These submissions may include without limitation identification of restaurants, meals, and orders you have placed, text, graphic and pictorial works, or any other content submitted or ordered by you and other users through the Site (“User Submissions”). User Submissions are displayed for informational purposes only and are not controlled by DineDen. DineDen does not and cannot guarantee any anonymity or confidentiality with respect to any User Submissions, and strongly recommends that you think carefully about what you upload to the Site. You understand that all User Submissions are the sole responsibility of the person from whom such User Submission originated. This means that you, and not DineDen, are entirely responsible for all User Submissions that you upload, post, e-mail, transmit, or otherwise make available through the Site.

Right to Remove or Edit User Submissions

DineDen makes no representations that it will publish or make available on the Site any User Submissions, and reserves the right, in its sole discretion, to refuse to allow any User Submissions on the Site, or to edit or remove any User Submission at any time with or without notice. Without limiting the generality of the preceding sentence, DineDen complies with the Digital Millennium Copyright Act, and will remove User Submissions upon receipt of a compliant takedown notice (see our “Digital Millennium Copyright Act Policy” in Section 11, below).

License Grant by You to DineDen.

You retain all your ownership rights in original aspects of your User Submissions. By submitting User Submissions to DineDen, you hereby grant DineDen and its affiliates, sublicensees, partners, designees, and assignees of the Site (collectively, the “DineDen Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Site and DineDen’s (and its successors’) business, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.

User Submissions Representations and Warranties.

You understand that when using the Site, you may be exposed to User Submissions from a variety of sources and that DineDen does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable.You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against DineDen with respect thereto.

Inaccurate or Offensive User Submissions.

You understand that when using the Site, you may be exposed to User Submissions from a variety of sources and that DineDen does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against DineDen with respect thereto

Feedback.

If you provide DineDen with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Site (“Feedback”), DineDen shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant DineDen a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.

DineDen has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act, the text of which may be found at http://lcweb.loc.gov/copyright/legislation/dmca.pdf. The address of the Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.

Procedure for Reporting Copyright Infringement

If you believe that material or content residing on or accessible through Company’s websites or services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, e-mail address;
5. A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and

6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

   Please contact the Designated Agent to Receive Notification of Claimed Infringement for Company at info@dineden.com.

The Site is owned and operated by DineDen. The visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of the Site provided by DineDen (“Materials”) are protected by the copyright, trade dress, patent, and trademark laws of the United States, Canada, the United Kingdom, Australia, France, and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any content uploaded by you, all Materials contained on the Site are the copyrighted property of DineDen or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to DineDen or its affiliates and/or third-party licensors. Except as expressly authorized by DineDen, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. The use, copying, sale, leasing, renting, lending, distribution, modification, downloading, creating of derivative works, posting or publication by you, directly or indirectly, of any of the Site Materials, or any other use of such content, except pursuant to the express limited grant of rights hereunder, is strictly prohibited.

The Site may include links or access to, and/or integration with, other web sites or services (“Linked Sites”) solely as a convenience or additional service for users. DineDen does not endorse any such Linked Sites or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, DineDen makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at your own risk.

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site are solely between you and such advertiser.You agree that DineDen will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the site.

If you are accessing the Site via an application on a device provided by Apple, Inc. (“Apple”) or an application obtained through the Apple App Store, the following shall apply:

1. Both you and Apple acknowledge that these Terms are concluded between you and DineDen only, and not with Apple, and that Apple is not responsible for, does not endorse, and is not involved in the application;
2. The application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Site for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Site;
3. You will only use the application in connection with an Apple device that you own or control;
4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the application;
5. In the event of any failure of the application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the application;
6. You acknowledge and agree that DineDen, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the application;
7. You acknowledge and agree that, in the event of any third party claim that the application or your possession and use of the application infringes that third party’s intellectual property rights, DineDen, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
9. Both you and DineDen acknowledge and agree that, in your use of the application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
10. Both you and DineDen acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

Except as explicitly stated otherwise, legal notices will be served, with respect to DineDen, with respect to you, to the email address you provide to DineDen during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such a case, notice will be deemed given three days after the date of mailing.

You understand and acknowledge that DineDen is not a restaurant or food provider or other service provider and that any meals you consume in connection with your DineDen membership are entirely sourced and prepared by the applicable Merchant and not in any way by DineDen. Although DineDen endeavors to select Merchants that offer inventory that is of high quality, DineDen has no control over, and is in no way responsible for, the quality of any meals or service.

Therefore, to the fullest extent permitted by law, you release, indemnify, and hold harmless DineDen, its parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages and liabilities arising out of or in any way related to your participation in or use of your DineDen membership, including with respect to bodily injury, physical harm, illness, death or property damage.

Section 1542 of the California Civil Code provides that:
"A general release does not extend to claims which the party does not know or suspect to exist in his or her favor at the time of executing this release, which if known by him or her must have materially affected his settlement with the other party."

You hereby expressly waive all rights under california civil code section 1542(or any statute of like effect in the jurisdiction in which you are located). This waiver extends to and includes any and all claims, liabilities, injuries, damages, and causes of action that the parties do not presently anticipate, know, or suspect to exist, but that may develop, accrue, or be discovered in the future.

You agree to indemnify, defend, and hold DineDen, its affiliated companies, and its suppliers and partners harmless from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of your misuse of the Site, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.

You agree to indemnify, defend, and hold DineDen, its affiliated companies, and its suppliers and partners harmless from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of your misuse of the Site, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.

DineDen's liability to you is limited to $50 usd or the amounts, if any, paid by you to DineDen under this agreement in the three months immediately prior to the event first giving rise to the claim, whichever is more. The foregoing limitations will apply to the maximum extent permitted by applicable law.

Please read the following carefully:

• a. Arbitration

  .

  This Arbitration Agreement facilitates the prompt and efficient resolution of any disputes that may arise between you and DineDen. Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their disputes and potential disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial. You have the right to opt-out of this Arbitration Agreement (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

  Please read this Arbitration Agreement carefully. It provides that all disputes between you and DineDen shall be resolved by binding individual arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, className actions).
  Except as otherwise provided, entering into this arbitration Agreement constitutes a waiver of your right to litigate Claims in court and all opportunity to be heard by a judge or Jury.

  There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney’s fees).

  For the purpose of this Arbitration Agreement, “DineDen” means DineDen and its parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents.

  You understand and agree that, by entering into this Arbitration Agreement, you and DineDen are each agreeing to arbitration instead of the right to a trial before a judge or jury in a public court. In the absence of this Arbitration Agreement, you and DineDen might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including className actions). Except as otherwise provided below, you give up those rights. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is much more limited than in court, and in general an arbitrator’s decision may not be appealed for errors of fact or law.
  You agree that, except as provided below, any and all disputes between you and DineDen (whether or not such dispute involves a third party) with regard to your relationship with DineDen, including without limitation disputes related to these terms, your use of the site, and/or rights of privacy and publicity, will be resolved by binding, individual arbitration under the american arbitration association's rules for arbitration of consumer-related disputes and you and DineDen hereby expressly waive trial by jury; provided, however, that to the extent that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of New York. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.

  You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms must be filed within one (1) year after such claim of action arose or be forever banned.

• b. Pre-Arbitration Dispute Resolution.

  For all Disputes, whether pursued in court or arbitration, you must first give DineDen an opportunity to resolve the Dispute. You must commence this process by mailing written notification to DineDen, Legal Department, 45 W. 27th Street, 8th Floor, New York, NY 10001. That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If DineDen does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

• c. Exclusions From Arbitration And Your Right To Opt Out.

  Notwithstanding the above, you may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court in your state of residence; or (b)You opt-out of these arbitration procedures within 30 days from the date that you first consent to this agreement (the “Opt-Out Deadline”). You may opt out of this Arbitration Agreement by mailing written notification to info@dineden.com. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with DineDen through arbitration. Your decision to opt-out of this Arbitration Agreement will have no adverse effect on your relationship with DineDen. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

• d. Arbitration Procedures.

  If this Arbitration Agreement applies and the Dispute is not resolved as provided above (“Pre-Arbitration Claim Resolution”) either you or DineDen may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a className arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Agreement. For arbitration before the AAA, for Disputes of less than $75,000 USD, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 USD or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. This Arbitration Agreement governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will className action procedures or rules apply to the arbitration. Because your contract with DineDen, the Terms of Use, and this this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

• e. Arbitration Award.

  The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

• f. Location of Arbitration.

  You may initiate arbitration in either Los Angeles, California, or in the federal judicial district that includes your address that you provide in your written notification of Pre-Arbitration Dispute Resolution. In the event that DineDen initiates an arbitration, it may only do so in the federal judicial district that includes your address that you provide in your written notification of Pre-Arbitration Dispute Resolution.

• g. Payment of Arbitration Fees and Costs.

  DineDen will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with DineDen as provided in the section above titled “Pre-Arbitration Dispute Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover from DineDen your actual and reasonable attorney’s fees and costs as determined by the arbitrator.

• h. Severability.

  If any clause within this Arbitration Agreement (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Agreement will be unenforceable and the Dispute will be decided by a court.

• i. Continuation.

  This Arbitration Agreement shall survive the termination of your contract with DineDen and your use of the DineDen Site and services.

a. Choice of Law; Forum.

These Terms shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions. You agree that any claim or dispute you may have against DineDen must be resolved by a court located in California, except as otherwise agreed by the parties or as described in the Arbitration Agreement paragraph above. You agree to submit to the personal jurisdiction of the courts located within California, California for the purpose of litigating all such claims or disputes.

b. Assignment.

We may assign, transfer, delegate, or sublicense our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees. You may not assign, transfer, delegate, or sublicense your rights and obligations under these Terms.

c. Severability.

If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions or limited to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

d. Force Majeure.

DineDen shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

e. Headings.

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

f. Entire Agreement.

These Terms, the Privacy Policy, the Arbitration Agreement, and any applicable Additional Terms, as each may be amended as set forth herein, are the entire agreement between you and DineDen relating to the subject matter herein.

g. Claims; Statute of Limitations.

You and DineDen agree that any cause of action arising out of or related to these terms or the site must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

h. Disclosures.

The services hereunder are offered by DineDen, reachable via info@dineden.com.

i. Waiver.

No waiver of any of these Terms by DineDen is binding unless authorized in writing by an executive officer of DineDen. In the event that DineDen waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of DineDen to enforce the same at a later time.