IMPORTANT-READ CAREFULLY: THIS AGREEMENT (“AGREEMENT”) IS A BINDING CONTRACT BETWEEN YOU (“YOU”) AND: FRANCHISE WORLD HEADQUARTERS, LLC (“FWH”) (TOGETHER WITH ITS AFFILIATES, “THE “SUBWAY GROUP,” “WE” OR “US”). THIS AGREEMENT GOVERNS YOUR USE OF THIS WEBSITE AND ANY AND ALL OTHER SITES UPON WHICH THESE TERM OF USE ARE POSTED. (COLLECTIVELY, THE “SITES”).
BY USING THE SITES, YOU AGREE TO THIS AGREEMENT, INCLUDING ITS PROVISIONS REQUIRING BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1.PRIVACY AND CONSENT TO MOBILE AND EMAIL COMMUNICATIONS.
1.1Your privacy is important to us. We provide a Privacy Statement that explains our information practices and the choices you can make concerning the use and disclosure of your personal information. Click here to view that Privacy Statement, which forms a part of this Agreement.
- Legal & General Terms
- Your License. We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access the Sites solely for your personal, noncommercial use. The Sites include any software, programs, documentation, tools, internet-based services, components and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you for use with the Sites.
- Restrictions. While we want you to enjoy the Sites, you may not, nor may you permit any third party to do any of the following: (a) access or attempt to access our systems, programs or data that are not made available for public use; (b) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from us; (c) permit any third party to use and benefit from the Site via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (d) work around any of the technical limitations of the Sites, use any tool to enable features or functionalities that are otherwise disabled in the Sites, or decompile, disassemble or otherwise reverse engineer the Sites, except to the extent that such restriction is expressly permitted by law; (e) perform or attempt to perform any actions that would interfere with the proper working of the Sites, prevent access to or use of the Sites by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (f) otherwise use the Sites except as expressly allowed under this section.
In addition, to the extent the Sites allow you to post or submit content, you agree not to use the Sites:
- to transmit any information or written, graphic or photographic material that is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, pornographic, libelous, invasive of another's privacy, threatening, menacing, offensive, hateful or racially, ethnically or otherwise objectionable;
- to harm, or threaten to harm, minors in any way;
- to impersonate any person or entity or falsely state or otherwise misrepresent your identity or status or misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Sites;
- to transmit any material that infringes any patent, trademark, trade secret, copyright or other intellectual property, privacy, publicity or other rights of any third party;
- to interfere with or disrupt the Sites or servers or networks connected to the Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Sites;
- to intentionally or unintentionally violate any applicable law, regulation or statute and any regulations having the force of law; or
- to "stalk" or otherwise harass, threaten, or violate the rights of others; or collect, store or process, or attempt to collect, store or process, personal data about third parties without their knowledge or consent.
- Ownership, Trademarks, Ideas. The Sites and associated software are licensed and not sold to you. The Sites and associated software are protected by copyright, trade secret and other intellectual property laws. You acknowledge and agree that we or our service providers own or have the legal right to the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Sites and all copies thereof.
- Indemnity. You will indemnify, defend and hold us and our service providers (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (b) your wrongful or improper use of the Sites; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; and (e) your violation of any law, rule or regulation of the United States of America or any other country.
- No Warranties. The Sites are provided on an "AS IS" and "AS AVAILABLE" basis. Use of the Sites is at your own risk. To the maximum extent permitted by Applicable law, THE SITES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from us or through the Sites will create any warranty not expressly stated herein. Without limiting the foregoing, we and our service providers (and their respective subsidiaries, affiliates, members, shareholders, directors, officers, employees and agents) do not warrant that the content is accurate, reliable or correct; that the Sites will meet your requirements; that the Sites will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Sites are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Sites is downloaded at your own risk and you will be solely responsible for any damage to your property or loss of data that results from such download. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a SUBWAY® restaurant location or other third party through the Sites or any hyperlinked website or service, or featured in any banner or other advertising, and we will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
- Limitation of Liability and Disclaimers. YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE RELATING TO OR IN CONNECTION WITH YOUR USE OF THE SITES OR BREACH OF THIS AGREEMENT IS TO DISCONTINUE YOUR USE OF THE SITES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR SERVICE PROVIDERS AND ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE SITES) AND THE SUBSIDIARIES, AFFILIATES, MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF EACH PARTY, EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGE ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION AND WHETHER IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT OR OTHERWISE) IN CONNECTION WITH THE SITES IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITES, INCLUDING WITHOUT LIMITATION ACTIONS OR ACTIVITIES RESULTING FROM USE OF RESOURCES PRESENTED ON THE SITES, ANY SITES LINKED TO THE SITES, OR THE MATERIAL ON SUCH SITES, OR USE OF ANY SUBMISSION, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR MOBILE DEVICE, COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE SITES OR YOUR DOWNLOADING OF ANY MATERIAL FROM THE SITES OR ANY WEBSITE LINKED TO THE SITES.
- USA Only. The Sites are controlled and operated from and in the United States of America. We make no representations that the Sites are appropriate or available for use in other locations outside of the United States of America. Those who access or use the Sites from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws and regulations, including but not limited to export and import regulations. You may not use the Sites if you are a resident of a country embargoed by the United States of America, or are a person or entity with whom such transactions are blocked or denied by the United States government.
- Governing Law & Dispute Resolution. Access to and use of the Sites, the SUBWAY® Account and this Agreement are governed by the laws of the State of Connecticut, United States of America, without giving effect to any conflicts of law or choice of laws principles thereof.
Unless otherwise noted, all materials on the Sites are protected as the copyrights, trade dress, trademarks and/or other intellectual properties owned, licensed or used by us. SUBWAY® and the SUBWAY® logo are registered trademarks and service marks owned and registered by SUBWAY IP Inc. (SIP) and licensed to us. SIP’s marks on the Sites represent some of the marks currently owned or controlled in the United States of America and/or in one or more other countries by SIP or its licensees. The display of these marks and of notices associated with these marks is not intended to be a comprehensive compilation of all of SIP or its licensee’s worldwide proprietary ownership rights, and SIP may own or control other proprietary rights in one or more countries outside of the United States of America. All rights not expressly granted are reserved. This Agreement does not grant you any rights to the trademarks or service marks of the SUBWAY® System, Paydiant Payments Platform or their respective licensors. You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Sites or our products ("Ideas").
By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us or any of our service providers under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, that we and our service providers do not waive any rights to use similar or related ideas previously known to us or our service providers or developed by their employees, or obtained from sources other than you.
UNDER NO CIRCUMSTANCES WILL WE OR OUR SERVICE PROVIDERS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITES OR YOUR SUBWAY® ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SERVICE PROVIDERS (AND OUR AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
TO THE EXTENT ANY OF THE FOREGOING LIMITATIONS ARE FOUND TO BE UNENFORCEABLE TO YOU IN YOUR JURISDICTION, THIS SECTION 2.6 SHOULD BE CONSTRUED SO AS TO EFFECTUATE THE INTENT OF ITS PROVISIONS TO THE MAXIMUM EXTENT PERMISSIBLE.
YOU HEREBY CONSENT TO CONFIDENTIAL ARBITRATION OF ALL CLAIMS arising out of or relating to the Sites or a breach of the Agreement (collectively, a “Dispute”) BEFORE A SINGLE ARBITRATOR. THE ARBITRATOR WILL BE SELECTED AND THE ARBITRATION CONDUCTED PURSUANT TO THE CONSUMER ARBITRATION RULES OR, IF YOU ARE A PROSPECTIVE OR ACTUAL FRANCHISEE OR DEVELOPMENT AGENT, COMMERCIAL ARBITRATION RULES (EXPEDITED PROCEDURES), OF THE AMERICAN ARBITRATION ASSOCIATION. NO “CLASS” OR SIMILAR GROUP ARBITRATION SHALL BE PERMITTED. ALL ARBITRATION HEARINGS OR SIMILAR PROCEEDINGS SHALL BE HELD IN THE CLOSEST METROPOLITAN STATISTICAL AREA TO YOUR PLACE OF RESIDENCE, UNLESS THE PARTIES OTHERWISE AGREE. YOU ALSO MAY ELECT TELEPHONIC PROCEEDINGS OR WAIVE ANY HEARING.
The AAA Consumer Rules and Commercial Arbitration Rules (Expedited Procedures) are available for review at: https://www.adr.org/aaa/faces/rules (click Rules, then click for the desired rules).
Any arbitral award shall be final and binding and may be enforced by any court of competent jurisdiction.
You understand that, in return for your agreement to this Section, we are able to offer you the use of the Sites and the SUBWAY® Account at the terms designated, and that your assent to this Section is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any Dispute:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY SUCH DISPUTE; and
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY ARBITRATION OR LAWSUIT INVOLVING ANY SUCH DISPUTE.
- Limitation on Time to Sue. Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty or right arising under this Agreement or by law must commence within one year after the cause of action accrues.
- Right to Amend. We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Sites with notice that we in our sole discretion deem to be reasonable, which shall include (and may be limited to) posting of the revised Agreement or other terms on the Sites. Any use of the Sites after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
- Third Party Services and Links to Other Web Sites. You may be offered services, products and promotions provided by third parties and not by us. If you decide to use these third-party services you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that we are not responsible for the performance of these services. The Sites may contain links to third party Sites as a convenience to you. The inclusion of any website link does not imply an approval, endorsement, or recommendation by us. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim any liability for these Sites. Please remember that when you use a link to go from the Sites to another website, our Privacy Statement is no longer in effect. Your browsing and interaction on any other website, including those that have a link on the Sites, is subject to that website's own rules and policies.
This Section is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act, 9 U.S.C.1-16.
Notwithstanding the foregoing, nothing in this Section shall prohibit you or us from seeking temporary injunctive relief in a court of competent jurisdiction to prevent an imminent or stop an actual breach of this Agreement until an arbitrator can be empaneled and determine whether such temporary relief should continue or be modified or terminated.