This Terms of Service Agreement (the “Terms”) governs your use of the curated merchant subscription services (the “Services”) that Table22, Inc. (“Table22”) offers through its copyrighted website located at www.table22.com (the “Site”).  By using the Services, you agree to these Terms. As used in these Terms, “you” or “Customer” means the person or organization for which the Services are used and to which the Services are provided. Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE.  BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).  YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 13 YEARS OLD.  IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT TABLE22’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 13.2 (AUTOMATIC RENEWAL) BELOW.

PLEASE BE AWARE THAT SECTION 18 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND TABLE22, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.  

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS.

1. Services. The Services provide Customers with unique patronage opportunities for favorite restaurants and food or beverage stores (“Merchant(s)”) through a subscription (“Subscription”) to, or purchase of, Merchant goods and/or services (“Merchant Offerings”) on the Site. The specific Services that you are entitled to use, and the duration of your right to continue such use, are set forth in the details of your Subscription or one-time purchase, as described in the purchasing process and on your Account (as defined below) on the Site.
2. Changes to Terms. PLEASE NOTE THAT The Terms are subject to change by table22 in its sole discretion at any time. When changes are made, Table22 will make a new copy of these Terms available on the Site. We will also update the “Last Updated” section at the top of the Terms of Service Agreement. Any changes to these Terms will be effective immediately for new users of the Site and will be effective thirty (30) days after posting notice of such changes on the Site for existing Customers. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site. Otherwise, your continued use of the Site constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
3. General Purpose of Terms: Sale of Service, not Software. The purpose of these Terms is for you to access the Site, and any Services and Subscriptions you purchase through the Site. Any fees set forth within and paid by you under the Terms shall be considered solely in furtherance of this purpose. In no way are any fees paid considered payment for the sale, license, or use of Table22’s software, and, furthermore, any use of Table22’s software by you in furtherance of these Terms will be considered merely in support of the purpose of the Terms.
4. Services Connect Buyers and Sellers. Table22 provides a marketplace that allows all Merchants to offer and sell you items. As a marketplace, we do not own or sell the items listed on the Site, so the actual contract for sale is directly between you and the Merchant(s). While we may, in our discretion, help facilitate the resolution of disputes through various programs, Table22 has no control over and does not guarantee the existence, quality, safety or legality of items offered on the Site; the truth or accuracy of Merchants’ content or listings; the ability of Merchants to sell items; your ability to pay for items; or that you and the Merchant(s) will actually complete a transaction or return an item.
5. The Site Connects You to Merchants. The Site provides a marketplace that allows Merchants to offer to sell and sell, and you to purchase, items listed on the Site. You may not use the Site to solicit, advertise for, or contact in any form, Merchants or other users for employment or any other purpose not related to the Site. As a marketplace, we do not personally sell any of the items listed on the Site, so the actual contract for the provision of any listed item is directly between you and the Merchant offering that item.
6. Table22 Provides a Venue. While Table22 may provide pricing and guidance on our Site, such information is solely informational. We do not take part in the sale between you and the Merchant(s). We do not have control over the quality, legality, failure to provide, or any aspect whatsoever of any ratings provided by you, items sold by Merchants, or of the integrity, responsibility, or any of the Merchants’ actions. Table22 makes no representations about the suitability, reliability, or accuracy in public, private or offline interactions. When interacting with Merchants, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER TABLE22 NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MERCHANT. TABLE22 AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF TABLE22 PROPERTIES.

Fulfillment Services

1. Table22 Delivery Services. You understand and agree that Table22 may connect you with independent third-party contractors who provide delivery services (“Contractors”). You acknowledge and agree that Table22 does not itself prepare food and has no responsibility or liability for the acts or omissions of any Merchant or any Contractor. Merchant is the retailer; the services offered by Table22 pursuant to this Agreement do not include any retail services or any food preparation services. While Table22 may occasionally provide delivery services or training for delivery services to Merchants and Contractors, it is not in the delivery business nor is it a common carrier. Table22 will not assess or guarantee the suitability, legality or ability of any Contractor or Merchant, and Table22 has no responsibility or liability for acts or omissions by any Merchant or Contractor. You agree that title to the goods passes from the Merchant to you at the Merchant’s location, and that, for delivery orders, the Contractor will be directed by your instructions to transport the products to your designated delivery location. You agree that neither the Contractor nor Table22 holds title to or acquires any ownership interest in any goods that you order through the Services. IN NO EVENT WILL TABLE22 HAVE ANY LIABILITY RELATED TO DELIVERY SERVICES, WHETHER SUCH DELIVERY SERVICES ARE PROVIDED BY A CONTRACTOR OR BY TABLE 22 ITSELF.
2. Shipping Services Title to, and ownership of, all alcoholic beverages purchased through Table22 transfers from the seller to the buyer, at the point of sale in the state where the sale occurs. By placing an order, the buyer assumes all responsibility for compliance with applicable laws regarding the shipment and delivery of alcoholic beverages to your selected destination, including but not limited to age verification and local delivery restrictions.
3. The buyer authorizes Table22 to act solely as your agent to arrange transportation of the products on your behalf. The buyer represents and warrants that the sale, shipment, and delivery of alcoholic beverages complies with all laws and regulations of the jurisdiction to which the order is shipped. Table22 does not ship alcohol directly and assumes no liability for the failure of any third party to comply with applicable laws.

Your Use of the Services.

1. Account Creation. In order to use certain features of the Site, you must register for an account (“Account”) on the Site or have a valid account on the social networking service (“SNS”) through which you have connected to the Site (each such account a “Third-Party Account”) and provide certain information about yourself as prompted by the account registration form (“Registration Data”). You represent and warrant that: (a) all required Registration Data you submit is truthful and accurate and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Table22 may suspend or terminate your Account in accordance with Section 13 (Term and Termination).
2. Access Through a SNS. If you access the Site through a SNS as part of the functionality of the Site, you may link your Account with Third-Party Accounts, by allowing Table22 to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Table22 and/or grant Table22 access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Table22 to pay any fees or making Table22 subject to any usage limitations imposed by such third-party service providers. By granting Table22 access to any Third-Party Accounts, you understand that Table22 may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, reviews, recommendations, contact information, addresses, descriptions and/or other materials accessible through Site (collectively, “Customer Content”) that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through Site via your Account. Unless otherwise specified, all SNS Content shall be considered to be Customer Content for all purposes of the Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable, or Table22’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through Site. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND TABLE22 DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Table22 makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Table22 is not responsible for any SNS Content.
3. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Table22 of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Table22 cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
4. Your Use. In your use of the Site, you will: (a) be responsible for any necessary hardware, software and connectivity required to access the World Wide Web and use the Services, including without limitation, any fees associated with establishing and maintaining such access; (b) be responsible for your compliance with these Terms, (c) be solely responsible for the accuracy, quality, integrity and legality in all applicable jurisdictions of any Customer Content, the means by which you acquired Customer Content, and for securing our right to retrieve and store Customer Content in connection with the Services, (d) prevent unauthorized access to or use of the Services, and (e) use the Services in a manner consistent with all applicable laws and regulations.
5. License. Subject to these Terms, Table22 grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.
6. Restrictions. You will not (a) make the Services available to any third party, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, or (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.
7. Communications. By using the Service, you agree to accept and receive communications from Table22, Merchants, Contractors or other third-party providers in connection with the Services, including via email, text message, calls, and push notifications to the cellular phone number that you provide to Table22. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Table22, Contractors or Merchants, including but not limited to communications concerning orders placed through your account on the Services. Message and data rates may apply. You may opt-out of receiving these communications by emailing yum@table22.com.
8. Compliance with Laws and Regulations. Table22 will comply with all relevant laws and regulations applicable to the Service. Table22 is not, however, responsible for compliance with laws or regulations that apply to you or to your use of the Service that are not generally applicable to online services or service providers.

Policies and Security

1. Privacy. You acknowledge and agree that the Services are subject to Table22’s privacy policy [(https://www.table22.com/privacy-policy/)], as well as any similar policies issued by Table22 from time to time (the “Policies”). You will defend, indemnify, and hold harmless Table22 from and against any and all damages relating to or arising out of your breach of any of the Policies.
2. Feedback. You agree that Table22 will have the unrestricted right to use any feedback and related information you provide regarding the Services, including without limitation, any flaws, errors, bugs, anomalies, comments and problems with and/or suggestions for the Services.
3. Modification/Discontinuation. Table22 reserves the right to modify or discontinue the features, functionality and other attributes of the Services at any time in its sole discretion. You acknowledge and agree that Table22 will not be liable to you in connection with its modification or discontinuation of the Services.
4. Confidential Information. You and Table22 shall each comply with legal requirements pertaining to confidential information and treat data processed in connection with these Terms as such. You and Table22 will each implement the necessary measures in order to prevent unauthorized third-party access to such information and to only use confidential information for the performance of these Terms. You and Table22 shall each ensure that access to confidential information is limited to authorized employees, agents, suppliers or other third parties and that such parties are subject to confidentiality obligations at least as restrictive as the terms of this clause. The confidentiality obligations in this clause do not apply with respect to information that: (a) you or Table22 were familiar with prior to entering these Terms, (b) is documented to have been disclosed to you or Table22 by a third party that has not been subject to a confidentiality clause, or (c) is publicly available. The confidentiality obligations in this clause shall survive the termination of these Terms.
5. Security. Table22 will use industry standard efforts to maintain the confidentiality of your Registration Data and Customer Content. Although Table22 will implement and follow measures to protect against unauthorized access to or interception of your Customer Content, you acknowledge and agree that Table22 cannot fully eliminate security risks and cannot guarantee that unauthorized access to your information will never occur. You acknowledge and agree that Table22 may disclose information about you or your use of the Services if compelled by law to do so, or if such action is deemed by Table22 as reasonably necessary to (a) comply with any applicable laws rules or regulations; (b) comply with any legal process; (c) enforce these Terms; (d) respond to claims that such information violates a third party’s rights; or (e) protect the interests of Table22 or others.

1. Fees, Payment and Suspension of Services. As consideration for Table22’s provision of the Services under these Terms, you will pay Table22 the fees (“Fees”) in accordance with your Subscription. Table22 shall not be liable for any use or disclosure of such information by such third parties. All Fees are expressed in, and all payments will be made in, U.S. dollars. All Fees owed by the Customer in connection with these Terms are exclusive of, and the Customer shall pay, all sales, use, excise and other taxes that may be levied upon the Customer in connection with the Services, except for taxes based on Table22’s net income. Table22 reserves the right (in addition to any other rights or remedies Table22 may have) to discontinue the Services and suspend your access to the Services if any Fees owed are more than two (2) business days overdue until such amounts are paid in full.
2. Third Party Payments Provider. Table22 uses Stripe, Inc. (“Payment Processor”) as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). Your use of the Site and the payment processing provided by the Payment Processor is subject to the Stripe Connected Account Agreement that includes the Stripe Services Agreement, as may be modified by the Payment Processor from time to time (collectively, the “Payment Processor Agreement”). As a condition of using the Payment Processor’s payment processing, you must provide accurate and complete information, and you authorize us to share this information with the Payment Processor. All bank and credit card information is sent directly to and stored with the Payment Processor using its security protocols. Table22 does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of the Payment Processor’s payment processing is conditioned upon your compliance with the Payment Processor Agreement, and if the Payment Processor Agreement is terminated by the Payment Processor, you may not be able to use the Site, or you may have your Account suspended or terminated. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
3. Intellectual Property Rights.
   1. 12.1.Services and Technology. You acknowledge that Table22 retains all right, title and interest in and to the Services, as well as to all proprietary software, materials, formats, interfaces, information, data and content used by Table22 or provided to you in connection with the Services (the “Table22 Technology”), and that Table22 Technology is protected by intellectual property rights. Other than as expressly set forth in these Terms, no license or other rights in the Services are granted to you, and all such rights are hereby expressly reserved by Table22.
   2. 12.2.Customer Content. You retain all right, title and interest in and to the Customer Content. Table22 will only use Customer Content to provide the Services under these Terms. You grant to Table22 a non-exclusive, fully-paid and royalty-free license to store and use the Customer Content as necessary for Table22 to provide the Services. You understand and agree that Table22 may share your Customer Content with Merchants and Contractors as needed for delivery of the Services.
   3. 12.3.Anonymous and Aggregated Data. Notwithstanding anything else to the contrary in these Terms, Table22 may aggregate and de-identify the information provided by you including, without limitation, information and data on how the Services are used by customers. Table22 reserves the right to disclose to and share such information and data with third parties in an anonymous and aggregate form at its discretion.
4. Term and Termination.
   1. 13.1.Term; Termination. These Terms shall apply for as long as you use the Services until terminated as set forth herein. If either party breaches any term hereof, the non-breaching party may immediately terminate upon written notice to the other. Either party may terminate the agreement by providing notice of termination, cancellation or nonrenewal ninety (90) days prior to the end of the then-current term.
   2. Automatic Renewal. Your Subscription may continue indefinitely until terminated in accordance with these Terms and the applicable Merchant terms. After your initial Subscription period, and again after any subsequent Subscription period, your Subscription may automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Table22’s then-current price for such Subscription. You agree that your Account will, if applicable, be subject to this automatic renewal feature unless you cancel your Subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Table22 that your Subscription will be automatically renewed, you will have thirty (30) days from the date of the Table22 notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Subscription to renew automatically, or if you want to change or terminate your Subscription, please contact Table22 at yum@table22.com or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current Subscription period. By subscribing, you authorize Table22 to charge your Payment Provider now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Table22 does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Table22 may either terminate or suspend your Subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

1. 13.3.Effects of Termination. The rights and duties of the parties under Sections 8, 9.4, 10, 12, 13.3 and 14 through 19 will survive the termination or expiration of these Terms. Table22 shall have no liability to you as a result of its termination of the Services.

1. Release. You hereby release and forever discharge Table22 (and its officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, any third parties). If you have a dispute with one or more Merchants, Contractors or other third-party providers, you agree to release Table22 (including Table22’s affiliates, and each of their respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Disclaimers

1. Services Disclaimer. Table22 makes no warranty concerning the Services or the Merchant Offerings, and the Services and all data and materials provided in connection with these Terms are provided “as is” and “as available”. Table22 disclaims any and all warranties, express, implied, statutory, by operation of law or otherwise, including, without limitation, any implied warranties of noninfringement, merchantability or fitness for a particular purpose or any implied warranties arising out of course of performance, course of dealing or usage of trade. Table22 does not warrant that the Site or the Services will be provided error-free, uninterrupted, completely secure, or virus-free. Table22 is not responsible for any loss of data or harm done to your computer, systems or other equipment arising out of or relating to your use of the Site. you understand and agree that use of the Services is at your own risk and discretion.
2. Food Safety Disclaimer. There may be health risks caused by consuming raw, undercooked or spoiled food products as may be contained in the Merchant Offerings. Table22 expressly disclaims all responsibility for injury, illness or death resulting from or related to use of the Services or the Merchant Offerings.
3. Alcohol Disclaimer. Table22 in no way supports or condones the consumption of alcoholic beverages in excess, or any other form of alcohol abuse. Table22 is not liable for the unlawful use or consumption of alcohol in any way. To purchase alcoholic beverages from Merchants on the Site, you must be, and hereby warrant that you are, over the age of twenty-one (21). Table22 hereby disclaims all responsibility for the unlawful purchase or consumption of alcoholic beverages in connection with the Site and Services.

1. Indemnity. You will indemnify, defend and/or settle, and pay damages of any kind (including without limitation attorneys’ fees) arising from or related to any third-party claim brought against Table22 arising out of or related to your use of the Services, Table22’s permitted use of the Customer Content, your violation of any law, or infringement upon or misappropriation of any intellectual property right, publicity or privacy rights, or any other third party’s rights, or your breach of these Terms.
2. Limitation of Liability. Table22’s total cumulative liability to you for any and all claims arising from or in connection with the Services or these Terms (under any legal theory including claims in contract or tort, and regardless of the number of claims) will not exceed the amounts actually paid to Table22 by you in the six (6) month period immediately preceding formal written notice of the claim for liability hereunder. To the maximum extent permitted by law, Table22 will not be liable for special, incidental, indirect or consequential damages arising out of or in connection with the Services (under any legal theory including claims in contract or tort), including, but not limited to, interrupted communications, lost data or lost profits, even if Table22 has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy provided herein.
3. Dispute Resolution. Please read the following arbitration agreement in this section (“Dispute Resolution”) carefully. It requires U.S. users to arbitrate disputes with Table22 and limits the manner in which you can seek relief from us.
   1. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief against the Table22 relating in any way to your access or use of the Site or to any aspect of your relationship with Table22, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Table22 may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
   2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent, The Corporation Trust Table22 1209 Orange Street, City of Wilmington, County of New Castle 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Table22 will pay them for you. In addition, Table22 will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
   3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Table22. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
   4. 18.4.Waiver of Jury Trial. YOU AND TABLE22 HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Table22 are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
   5. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.
   6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: yum@table22.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Table22 username (if any), the email address you used to set up your Table22 account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
   7. Severability. Except as provided in Section 18.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
   8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Table22.
   9. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Table22 makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Table22 at the following address: 121 Greene St, Fl 2, New York, NY 10012.
4. General Provisions
   1. Assignment. Neither party may assign any rights or obligations arising under these Terms, whether by operation or law or otherwise, without the prior written consent of the other; except that Table22 may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms shall inure to the benefit of and shall be binding on the permitted successors and assignees of the parties. Any attempted transfer of assignment hereof in violation of this Section 19.1 is null and void.
   2. Miscellaneous. Any notice or other communication required or permitted under these Terms and intended to have legal effect must be given in writing to the other party. Notices will be deemed to have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, (b) sent via certified mail (return receipt requested), (c) posted online by Table22, or (d) sent via electronic mail. These Terms and any additional Policies or agreements incorporated herein constitute the entire understanding and agreement of the parties, and supersede any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof. Only a writing signed by both parties may modify it. In the event that any provision of these Terms is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of these Terms will remain in full force and effect. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. The parties to these Terms are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by these Terms.
   3. Contact and Support Information. Please direct any questions or comments via email to: yum@table22.com.

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