Updated as of September, 2021
The Terms and Conditions (“Terms & Conditions”) below will apply to the use of the following digital services (collectively, the “Digital Services”): (i) this website and other websites or social media pages (including on Facebook, Instagram, and Twitter) that we manage, control or own (collectively, the “Websites”), (ii) any rewards or loyalty program(s) that we or our affiliates may offer or provide (“Loyalty Program(s)”) and (iii) any other digital communications or content that we may publish that link to these Terms & Conditions, including advertisements that we may place on third-party websites such as social media pages. The Digital Services are managed by EUG Holdco, LLC (“we” and “us”).
YOUR ACCESS OR USE OF ANY PORTION OF THE DIGITAL SERVICES CONSTITUTES YOUR UNCONDITIONAL CONSENT TO FOLLOW AND BE BOUND BY THE TERMS & CONDITIONS AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME BY US. IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS & CONDITIONS, YOU ARE NOT PERMITTED TO USE OR ACCESS THE DIGITAL SERVICES.
All references to “you” or “your” in these Terms & Conditions mean the person who accesses or uses the Digital Services in any manner, and each of your heirs, assigns, and successors. If you use the Digital Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms & Conditions.
These Terms & Conditions will describe a number of important provisions in greater detail below, but before we get started, we want you to understand that these Terms & Conditions:
- Describe the rules that everyone must follow to use the Digital Services
- Outline the terms that will apply to any dispute between you and us, including a class action waiver, limitation on damages, and an agreement by you to arbitrate all disputes
The owner and operator of any “Eggs Up Grill®” or similarly branded restaurant or business (each a “Local Restaurant”) is an independent party (“Restaurant Owner”). If you are accessing any of the Websites that are particular to a Local Restaurant, you understand and agree that: although we may host, develop, maintain or operate the Websites on behalf of the Local Restaurants, the Local Restaurants and their Restaurant Owners are independent parties operating as separate legal entities under franchise agreements with us. If you are accessing these Terms & Conditions from one of the Local Restaurant’s websites, you recognize that we are merely operating as a third-party service provider providing advertising services to the Local Restaurants and are not, by operation, hosting, maintaining or developing the Local Restaurants’ websites, nor are we such Local Restaurants’ partners, joint venturers, principals, employers, employees or agents. Local Restaurants are not our agents or employees. Local Restaurants do not have any right to speak for us or on our behalf, or bind us to any contracts or obligations. We are not responsible for any of the acts or omissions of Local Restaurants or their respective Restaurant Owners. If you have any issues with any Local Restaurant, including relating to services, support, facilities, reservations, complaints or other operations, please contact the Restaurant Owner or another representative of that Local Restaurant.
Use of Digital Services
The Digital Services and their contents are intended solely for your own individual, non-commercial use. In addition, you agree not to: (a) use or access the Digital Services for any purpose that is unlawful or prohibited by the Terms & Conditions; (b) use or access the Digital Services in a manner that could damage, disable, overburden, or impair any servers or the networks connected to any servers; (c) interfere with any third party’s use and enjoyment of the Digital Services; or (d) attempt to gain unauthorized access to accounts, computer systems or networks connected to any of our servers through hacking, password mining or any other means.
You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Digital Services.
The Digital Services may direct you to third party websites, software, tools or applications, including widgets, integrations and software components that operate as party of, integrated with, or otherwise via the Digital Services (such as for processing menu orders, e-commerce purchases, marketing campaigns, and other integrated functions). We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party websites, software, tools or applications, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites, software, tools or applications accessible from the Digital Services. Please review carefully the third-party’s privacy policies and terms and conditions and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.
CONSENT TO MONITORING
We are under no obligation to monitor the information residing or transmitted to the Websites. However, anyone accessing the Websites agrees that we may monitor the Websites to: (1) comply with any necessary laws, regulations or governmental requests; and (2) in our sole discretion, operate the Websites in a manner we deem proper to protect against conduct we deem inappropriate. We shall have the right but not the obligation, to reject or eliminate any information residing on or transmitted to the Websites that we, in our sole discretion, believe is unacceptable or inconsistent with these Terms & Conditions. The submission of information or materials to us shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by us for any purpose whatever.
MENU ORDERS AND BOOKINGS
The Digital Services may allow you to place an order at or schedule catering from a Local Restaurant (an “Menu Order”), and/or make a reservation or book an event at a Local Restaurant (each a “Booking”) . Each Menu Order and Booking will be subject to all prices, restrictions and inclusions specified on the Digital Services at the time you make it, but if there is a conflict between any of that information and the information in these Terms & Conditions, these Terms & Conditions will govern. Unless otherwise indicated on the Digital Services when you make the Menu Order or Booking, all Menu Orders and Bookings are non-refundable and non-transferrable to any other person or any other Local Restaurant. Some Menu Orders or Bookings may also require you to visit a Local Restaurant, talk to a representative of a Local Restaurant, or take other intermediate steps to complete the Menu Order or Booking, such as presenting a valid form of identification or payment.
While we try to provide up-to-date information regarding availability of menu items, reservations, hours of operation and other information about each Local Restaurant on the Digital Services, all such information is subject to change at any time.
Please contact the applicable Local Restaurant for any specific questions about any Menu Order or Booking for that Local Restaurant. We make no representations or warranties regarding availability of any services at any Local Restaurant.
DIGITAL ACCOUNTS & PASSWORDS
You may be asked to create an account and/or login to the Digital Services to take advantage of certain features, such as making an online Menu Order or Booking or enrolling in a Loyalty Program (a “Digital Account”). If you choose to make a Digital Account, you will be exclusively responsible for: (i) maintaining the confidentiality and security of your password(s), including properly logging out of the Digital Account when you are finished using it; (ii) immediately notifying us of any loss or any unauthorized use of your password(s) or Digital Account(s) or any other breach of security that you know or suspect; and (iii) requesting, disclosing and using the passwords solely as required to use the Digital Services in accordance with these Terms & Conditions. You may not use anyone else’s Digital Account or login information. You may also not use someone else’s name, location, photo or other identifiers on your Digital Account. You are responsible for all activity that occurs under your Digital Account, including any activity by unauthorized users. You may not allow others to use your Digital Account.
We may terminate any Digital Account and for any lawful reason, including if we determine in our sole discretion that you have violated these Terms & Conditions, you have more than one Digital Account for the same Digital Services, and/or that the use of your Digital Account is unauthorized, deceptive, fraudulent or otherwise unlawful or harmful. We may, in our sole discretion, suspend, cancel, or combine Digital Accounts that appear to be duplicative, and may refuse to allow you to re-enroll in any such Digital Services. We may also “unregister” your Digital Account, and make you ineligible for the associated Digital Services, if you have not logged in and/or otherwise utilized, as we determine, such Digital Account for 365 or more consecutive days.
USER SUBMITTED CONTENT
“User Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Digital Services by users (including you).
Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms & Conditions and with all applicable laws, rules and regulations. As between you and us, you represent that you own (or have all rights necessary to grant us the rights below to) all User Content that you submit to the Digital Services, and that we will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content. You grant us a worldwide, perpetual, irrevocable, non-exclusive, sublicensable, transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display, edit, modify, and make derivative works from your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. You further grant all users of the Digital Services permission to view your User Content for their personal, non-commercial purposes. If you make suggestions to us or through the Digital Service about improving or adding new features or products to the Digital Services or you otherwise provide feedback, product or service reviews or testimonials, you hereby grant to us a worldwide, perpetual, irrevocable, non-exclusive, sublicensable, transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise exploit your suggestions, feedback, reviews and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to you.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Digital Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. We will not be required to treat any User Content as confidential (unless required by law or if we have agreed to treat it as confidential in other documentation), and we will not incur any liability as a result of any similarities that may appear in our future operations.
You agree that you will not create any User Content, or use any other portion of the Digital Services, to transmit or make available any content that: (i) violates any laws, contains any threats, is abusive, harassing, vulgar, obscene, indecent, violates any person’s rights of privacy or publicity, is defamatory, libelous, hateful, contains any disparaging statements or opinions regarding racial, gender or ethnic background, sexual orientation, or is otherwise tortious or objectionable; (ii) infringes any intellectual property rights or other rights of any party, including, but not limited to any patent, trademark, trade secret, copyright or other proprietary rights; (iii) contains any private information about an identifiable person without that person’s permission, or any content soliciting any personal or private information from any individual; (iv) you know or have reason to know is false, misleading, or fraudulent; (v) you do not have a right to make available under any law or under contractual or fiduciary relationships; (vi) employs any techniques to disguise the origin of the content submitted; (vii) contains any unsolicited or unauthorized advertising or promotional materials; (viii) incorporates within it any software viruses or any other malicious code; or (ix) contains links to any websites containing content violating any of the foregoing requirements, the law, or other provisions of the Terms & Conditions.
JOB LISTINGS AND APPLICATIONS
You may be able to access a website from the Digital Services that gives you the ability to submit a job application for our corporate office or a Local Restaurant or find other information about the job openings at our corporate office or a Local Restaurant. For any corporate opportunity, we are solely responsible for: (i) verifying any applicant information; (ii) advising you with respect to its employment, hiring or recruitment policies in general or any hiring or employment decision in particular; and/or (iii) determining of the legality of any questions asked, or the type of information requested of, applicants via the Digital Services. For any opportunity at a Local Restaurant, the Restaurant Owner is solely responsible for the foregoing. You are solely responsible for the form, content and accuracy of any resume or other information that you submit. We have no responsibility or control over employment matters at any Local Restaurant.
As a condition of your right to use the Digital Services, you represent that you are of legal age to enter into a binding contract and that you are not a person barred from accessing the Digital Services under the laws of the United States or any other country. You represent and warrant that any information you post or provide to us by means of the Digital Services, including as part of any enrollment or application form or to gain access to the Digital Services, is truthful, accurate, not misleading and offered in good faith.
Modifications and Interruptions to Digital Services
We reserve the right to modify or discontinue all or any portion of the Digital Services with or without notice to you. We will not be liable if we choose to exercise this right. You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to the Digital Services, or that operation of the Digital Services will be error free. You understand that usage of the Digital Services may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
Termination of Access
We will have the right to terminate your access to and use of the Digital Services immediately if we believe that your conduct fails to conform with the Terms & Conditions, or for any other reasonable reason, in our sole discretion. We also reserve the right to investigate suspected violations of the Terms & Conditions, including any violation arising from any submission, posting or e-mail you make or send to the Digital Services. Upon notification to you that your access to the Digital Services is terminated, you agree that you will immediately discontinue use of the Digital Services.
Intellectual Property Rights
Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Digital Services are copyrights, patents, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by us or by third parties who have licensed their materials to us and are protected by U.S. and international intellectual property laws. The compilation (i.e., the collection, arrangement and assembly) of all materials on the Digital Services are the exclusive property of ours and are protected by U.S. and international copyright laws. No material from any portion of the Digital Services may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. The use of any tools, programs, robotic algorithms or products to automatically download or “spider” the Digital Services or any of the pages of the Digital Services infringes on our copyrights. Do not use any such tools or products on or in connection with the Digital Services.
You will not adopt or use any names, slogans, trade names, trademarks, service marks, e-mail addresses, URLs, meta-tags, key words, search descriptions or the like that are the same as or confusingly similar to the trademarks, trade names, logos, color schemes, service marks, slogans, and similar means of identifying products or services displayed on any of the Digital Services, including without limitation, any variation of the term or phrase “Eggs Up Grill” (collectively, the “Marks”). Without our prior written consent, you will not submit or maintain any information submitted to search engines which incorporates any content from the Digital Services, the Marks, our copyrighted materials or any marks that are confusingly similar to the Marks. You acknowledge that you do not acquire any ownership or license rights by virtue of downloading the Marks or copyrighted material from the Digital Services. All rights not expressly granted under these Terms & Conditions are expressly reserved to us.
SOLELY INTENDED FOR UNITED STATES USERS
Unless otherwise explicitly specified on the Digital Services, the information on all of the Digital Services is intended solely for use and access by persons residing in the United States. We control and operate the Digital Services from offices located in the United States and make no representations or warranties that the information, products or services contained on the Digital Services are appropriate for use or access in other locations. Anyone using or accessing any of the Digital Services from other locations does so on his or her own initiative and is responsible for compliance with local United States laws, if applicable.
Changes to Terms & Conditions
We reserve the right to change, modify, amend and/or update the Terms & Conditions at any time with or without prior notice to you. Your use of the Digital Services following any such changes, modifications, amendments and/or updates constitutes your unconditional agreement to follow and be bound by the Terms & Conditions as so changed, modified, amended and/or updated. You are responsible for reviewing the Terms & Conditions each time you use or access any portion of the Digital Services.
THE DIGITAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER WE NOR any of our AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE DIGITAL SERVICES OR THE INFORMATION INCLUDED ON THE WEBSITES. WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. NEITHER WE NOR OUR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE FUNCTIONS CONTAINED IN THE DIGITAL SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE DIGITAL SERVICES OR THE SERVER THAT MAKES THE DIGITAL SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS INCLUDING VIRUSES. NEITHER WE NOR OUR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE DIGITAL SERVICES IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THE DIGITAL SERVICES, THAT YOUR USE IS AT YOUR SOLE RISK.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US AND ALL OF OUR AFFILIATES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM OR RELATED TO (I) YOUR USE OF THE DIGITAL SERVICES AND/OR (II) YOUR BREACH OF ANY OF THE PROVISIONS OF THE TERMS & CONDITIONS.
EMAIL AND OTHER COMMUNICATIONS
In connection with your use of the Digital Services, you consent to us recording any communication, electronic or otherwise, between you and us and retaining any information and data you submit while using the Digital Services. In using the Digital Services, you may be permitted to communicate electronically with us by sending email; however, you acknowledge and agree that only general information or inquiries may be submitted to us via email and any other submissions or communications on or through the Digital Services may be submitted only in accordance with the express instructions set forth on the Digital Services for such submissions or communications. Please do not send any time-sensitive communications via email as we are not responsible for responding to any such communications.
We may seek to gather information from you if you are suspected of violating the Terms & Conditions, or for any other reason. If we and believe, in our sole discretion, that a violation of the Terms & Conditions has occurred, we may edit or modify any Submission(s), posting or e-mails, remove the material permanently, cancel postings, warn users, suspend users and Passwords, terminate accounts or take other corrective action we deem appropriate. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any emails or publishing or otherwise making available any materials that are believed to violate the Terms & Conditions. YOU WAIVE AND HOLD US AND OUR AFFILIATES HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR OUR AFFILIATES DURING OR AS A RESULT OF OUR OR THEIR INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT.
NOTIFICATION OF CLAIMED COPYRIGHT INFRINGEMENT
In the event that you find content posted on one of the Digital Services which you believe is an infringement of the copyright ownership or other intellectual property rights of you or any third party, please immediately contact us at firstname.lastname@example.org. In accordance with the Digital Millennium Copyright Act (“DMCA”), it is our policy to terminate use of the Digital Services by repeat infringers.
If you access the Digital Services on mobile devices, or if you request that we send you text messages regarding availability of services or otherwise, you understand that your mobile carrier’s standard charges will apply. You will only receive text message alerts from the Digital Services if you request them or otherwise expressly agree to receive them. Standard/other text messaging rates apply, according to your individual rate plan provided by your wireless carrier, and we recommend that you review your wireless plan for details. We will not be responsible for any text messaging or other charges incurred by you or by a person that has access to your wireless device or telephone number as a result of any text messages you receive based on requests from your device or account.
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. as a “terrorist supporting” country; and you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any issue with the Digital Services, we encourage you to reach out to us (see “Contacting Us” below). But the issue persists, we want you to fully understand your options and obligations.
CLASS ACTION WAIVER
ALL PROCEEDINGS will be conducted on an individual basis and anY proceeding between any OUR parties AND YOU MAY NOT BE (i) conducted on a class-wide basis, (ii) commenced, conducted or consolidated with any other arbitration proceeding, (iii) joined with any separate claim of an unaffiliated third-party, or (iv) brought on your behalf by any association or agent. Notwithstanding the foregoing, if any court or arbitrator determines that all or any part of the preceding sentence is unenforceable with respect to a dispute, controversy or claim that otherwise would be subject to arbitration as described above, then all parties agree that this arbitration clause shall not apply to that dispute, controversy or claim and that such dispute, controversy or claim shall be resolved in a judicial proceeding subject to the same.
LIMITATION ON LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL WE OR ANY OF OUR AFFILIATES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR ACCESS TO OR INABILITY TO USE OR ACCESS THE DIGITAL SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF US OR ANY OF OUR AFFILIATES HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU SHALL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL WE AND ALL OF OUR AFFILIATES COLLECTIVELY BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED UNITED STATES DOLLARS ($100.00) FOR ANY CLAIMS ARISING FROM OR RELATED TO THE TERMS & CONDITIONS. ANY CLAIM YOU MAY HAVE WITH RESPECT TO THE DIGITAL SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You irrevocably waive trial by jury in any action or proceeding.
ALL MATTERS RELATING TO ARBITRATION WILL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1 ET SEQ.). EXCEPT TO THE EXTENT GOVERNED BY THE FEDERAL ARBITRATION ACT, THE UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C. SECTIONS 1051 ET SEQ.), OR OTHER FEDERAL LAW, THESE TERMS & CONDITIONS, AND ALL CLAIMS ARISING FROM THE DIGITAL SERVICES WILL BE GOVERNED BY THE LAWS OF THE STATE OF SOUTH CAROLINA, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES.
Nothing in these Terms & Conditions, including your agreement to arbitrate, bars the Our Parties’ right to obtain specific performance and injunctive relief against any threatened or actual conduct that will cause any of Our Parties loss or damage, under customary equity rules, including applicable rules for obtaining restraining orders and temporary or preliminary injunctions. You agree that any of Our Parties may seek such relief from any court of competent jurisdiction in addition to such further or other relief as may be available to us at law or in equity. You agree that we will not be required to post a bond to obtain injunctive relief and that your only remedy if an injunction is entered against you will be the dissolution of that injunction, if warranted, upon due hearing (all claims for damages by injunction being hereby expressly waived).
If you have questions or concerns regarding these Terms & Conditions or your rights and obligations relating to the Digital Services, please send an email to email@example.com.