Grant Program Terms and Conditions

DRIVER GRANT PROGRAM TERMS AND CONDITIONS

The Driver Grant Program (“Program”) is open only to current US residents who are 18 years of age or older and who meet the eligibility criteria as set forth below. Grubhub Holdings Inc. (“Grubhub,” “Sponsor,” or “we”) staff and their immediate family members (parents, children, spouses, siblings) and members of the same household are not eligible. The Program is void outside of the 50 United States, the District of Columbia, and where prohibited, taxed or restricted by law. All federal, state and local laws, rules and regulations apply.

THESE PROGRAM TERMS AND CONDITIONS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ THOSE TERMS CAREFULLY, SINCE THEY AFFECT YOUR LEGAL RIGHTS.

To be eligible for the Program, each applicant (“Applicant” or “you”) must have valid and current Delivery Partner Agreements with Grubhub, and be “Active” Grubhub delivery partners. As used herein, “Active” means the Applicant has: (1) been a Delivery Partner on Grubhub’s platform for at least ninety (90) days as of the date the Applicant submits their “Application” (as defined below); (2) completed at least fifty (50) total deliveries using the Grubhub for Drivers app at the time the Application is submitted; and (3) completed at least twenty (20) deliveries in the thirty (30) days prior to the date Recipients (as defined below) are selected. Furthermore, in order to participate in the Program, Applicants must remain Active and, if selected as a Recipient (as defined below), in good standing as a Grubhub delivery partner (as determined in Sponsor’s discretion) at the time of the disbursement of the applicable Grant (as defined below). Grubhub will consider the first five thousand eligible (5,000) Applications submitted. In order to be eligible, Applicants must also fully complete the required Application and any associated documentation as set forth in these Terms and Conditions.

This Program and Applicant’s participation is subject at all times to the terms and restrictions set forth in eligible Applicant’s delivery partner agreement with Grubhub and the Grubhub Delivery Partner Terms of Use at https://driver.grubhub.com/terms-of-use/ (collectively, the “Delivery Partner Agreement”). Any breach or alleged breach of the Delivery Partner Agreement may result in Entrant’s immediate disqualification. The Program and Applicants’ participation is also subject to Sponsor’s Terms of Use (https://driver.grubhub.com/terms-of-use/) and Privacy Policy (https://driver.grubhub.com/privacy-policy/) which are incorporated as part of these Terms and Conditions. Participation constitutes Applicants’ full and unconditional agreement to these Terms and Conditions and Sponsor’s decisions, which are final and binding in all matters related to the Program. Selection for the Program is contingent upon fulfilling all requirements set forth herein and Sponsor verification.

APPLICATION PERIOD

Sponsor will accept Applications for the Program beginning on January 10, 2022, at 12:00:01 a.m. Eastern Time (ET), and will continue to accept Applications until February 4, 2022, at 11:59:59 p.m. ET (the “Application Period”). Sponsor’s computer is the official time-keeping device for the Program. Grubhub will consider the first five thousand (5,000) eligible applications submitted.

HOW TO SUBMIT AN APPLICATION

A video of up to five (5) minutes, which must discuss the following points:
- How have you made a positive impact in your community?
- How will you use the grant money to make a positive impact in your community? What are your goals?
- How does driving with Grubhub fit into your larger mission in life?

An application form containing contact and social media information, and identifying information of the organization, school, or other program(s) discussed in your video.
Provide proof of your work within the community. Acceptable forms of proof include a letter of recommendation from a community leader, teacher or professor; contact information for an organization with which you are involved; or any pertinent media that applies to your work; or proof of enrollment at a university, college, or professional program. Grubhub reserves the right to request additional information and/or to contact any references you provide in order to confirm your involvement with the applicable organization, school, or business.

By submitting an Application, each Applicant warrants and represents that (a) such applicant is the sole and exclusive owner of the Application; (b) the Application will not infringe on any rights of third parties and (c) any third parties appearing in the Application have given the Applicant appropriate consents to be filmed and used as permitted herein. Sponsor reserves the right to request third party releases with respect to any third party included in any Application at any time In particular, the Application should not prominently display, incorporate or reference the intellectual property, copyrights, or trademarks of any third party or entity (for example, without limitation, it must not include unlicensed third-party music, lyrics, graphics, etc.) or include any other material would otherwise require the consent of any third party or entity in any jurisdiction. It must not prominently display any unacceptable clothing or adornments, or identifiable commercial/corporate advertising other than the trademark of Sponsor (including but not limited to any third party corporate logos, brand names and slogans). Video may include Sponsor trademarks but only for the limited purpose of entering the Application in the Program. Use of the Sponsor’s trademark is not required. The Application must not contain defamatory statements (including words or symbols that are widely considered offensive to individuals of a certain race, ethnicity, religion, sexual orientation, or socioeconomic group). The Application must not include threats to any person, place, business, or group; and it must not in any way violate applicable federal, state, or local laws and regulations. The Application must not include or show any dangerous behavior or activity or contain content that promotes dangerous activities that may result in injury to oneself or others, or promote any particular political agenda or message. The Application must not contain indecent behavior, profanities or obscenities, including but not limited to nudity, or pornography, and must not in any way disparage persons or organizations associated with Sponsor. The Application must also otherwise be consistent with the image and values of Sponsor and be consistent with and satisfy the purpose of the Program. Sponsor also reserves the right to exclude any Applicant if it deems a username, profile information, essay or video content, or any portion of Applicant’s Application to be offensive in any form, as determined in Sponsor’s sole discretion.

Notwithstanding the foregoing, if, in the opinion and sole and absolute discretion of Sponsor, any Application violates any law, rule or regulation or infringes upon the rights of any third party, is inaccurate, illegible, incomplete or irregular in any way, or otherwise does not comply with these Terms and Conditions, Sponsor may disqualify the Application. This Program may be cancelled in the event that, in the sole discretion of Sponsor, an insufficient number of eligible Applications or Applications that meet the minimum Judging Criteria (as set forth below) are received. Further, each applicant acknowledges that other entrants may have used ideas and/or concepts in their Application that may be similar in idea or concept to what is included in applicant’s Application. Each applicant understands and agrees that he/she shall not have any claim against any other applicant or Sponsor arising out of any such similarity or be entitled to any compensation because of any such similarity.

All Applications become the property of the Sponsor and will not be acknowledged or returned. Proof of submission will not be deemed to be proof of receipt by Sponsor. Providing an Application constitutes applicant’s consent to give Sponsor a royalty-free, irrevocable, perpetual, non-exclusive license to use, reproduce, modify, publish, create derivative works from, and display such Applications in whole or in part, on a worldwide basis, in perpetuity, and to incorporate it into other works, in any form, media or technology now known or later developed, for any purpose whatsoever, including for promotional or marketing purposes.

SELECTION OF GRANT RECIPIENTS

At the close of the Application Period, a small board of Grubhub employees with the knowledge and experience to apply the Judging Criteria (defined below) (“Selection Board”) will review each Application. The composition and operation of the Selection Board, including the number of individuals on the Selection Board, the selection of individuals who will serve on the Selection Board, and the process employed by the Selection Board to choose Recipients (as defined below), are within Sponsor’s sole discretion. All decisions and application of the Judging Criteria will be made without reference to Applicants’ race, national origin, sex, religion, age, disability, sexual orientation or identity, military status, or any other protected classification.

The Selection Board will review all qualified Applications and will select Twenty (20) grant recipients (individually “Recipient” and collectively, “Recipients”) based on the following weighted judging criteria: (1) positive impact on the community (35%); (2) the Applicant’s goals (45%); (3) the role Grubhub has played to benefit Applicant or further the Applicant’s goals (10%); and (4) effort Applicant invested in the Application (10%) (“Judging Criteria”). Decisions of the Selection Board are final and binding. In the event there are not enough eligible Applications, not all Grants (as defined below) will be awarded and/or Sponsor may elect to cancel the Program. Sponsor will seek to select Recipients of their selection within ninety (90) days of the close of the Application Period; however, Sponsor reserves the right to take additional time to select Recipients if necessary. If a potential Recipient is unable for whatever reason to accept his or her Grant, then Sponsor reserves the right to award the Grant to another Applicant, time permitting, and unclaimed Grants may not be awarded. Application eligibility is subject to the verification of Sponsor and compliance with these Terms and Conditions, and in the event that a top-judged Application is disqualified, an alternate Recipient may be selected from among all eligible Applications. Recipients will be notified directly via the email address provided on the Recipient’s Application. All potential Recipients may be required to sign and return, where legal, an Affidavit or Declaration of Eligibility, Liability/Publicity Release and/or rights transfer document (collectively, “Affidavit/Release”) within five (5) days of notification of their Recipient status.

GRANTS

Twenty Recipients will be awarded a Grant in the amount of ten thousand dollars ($10,000) in grant money (the “Grant”). Total Value of all Grants Combined: two hundred thousand dollars ($200,000). The Grant is intended for purposes of furthering the Recipient’s educational, business, or philanthropic goals as identified in the Recipient’s Application. Each Recipient shall be required to submit a statement of purpose (“Commitment Statement”) with respect to Recipient’s intended use of their Grant prior to Recipient verification and Grant disbursement. If Sponsor discovers that any Recipient has violated the spirit or intent of their Commitment Statement (as determined by Sponsor in its sole discretion) after Grant disbursement, Sponsor reserves the right to require Recipient to forfeit their Grant and to repay Sponsor in full for the amount of their Grant.

Sponsor reserves the right to award only as many Grants as there are Recipients. No transfer, substitution or cash equivalent whatsoever for a Grant is allowed, except at Sponsor’s sole discretion.

TAX LIABILITY: All federal, state and local taxes will be the sole responsibility of the Recipients. RECIPIENTS ACKNOWLEDGE THAT SPONSOR WILL NOT ISSUE ANY ADDITIONAL PAYMENT INTENDED TO ASSIST WITH ANY FEDERAL, STATE OR TAX OBLIGATIONS RELATED TO THE GRANT AND THAT ALL SUCH TAX LIABILITY IS THE SOLELY RESPONSIBILITY OF THE RECIPIENTS.

Sponsor has not made and is not responsible in any manner for any warranties, representations, or guarantees, express or implied, in fact or law, relating to the Grants.

PUBLICITY

Except where prohibited, participation in the Program constitutes each Applicant’s and Recipient’s consent (and, where legal, Applicant agrees to confirm that grant in writing) to Sponsor’s and its agents’ use of the Applicant’s and Recipient’s name, likeness, photograph, voice, opinions, biographical information, testimonials, statements, Grant information, and/or hometown and state for promotional, trade, and/or publicly purposes in any media now or hereinafter developed (including but not limited to the Internet), without notice and at no additional compensation or review, unless prohibited by United States law.

By entering this Program and/or accepting a Grant, each Applicant and Recipient agrees to participate in any and all publicity and promotional activities (except where prohibited), including any publicity, media, or follow-up interviews, in connection with this Program as reasonably designated by Sponsor. Each Recipient agrees to provide Grubhub, upon request, with a verbal or written interview concerning their use of the Grants, any developments in connection with their use of the Grants, and progress made toward their goals or purposes stated in the Application.

DATA COLLECTION

By entering the Program, Applicant consents to all the necessary rights for the data collection, sharing and use resulting from Applicant’s participation in the Program, and as provided in Sponsor’s Privacy Policy. By entering, each Applicant acknowledges that Sponsor has the right at all times to disclose information as necessary to satisfy any law, regulation or valid governmental request.

RELEASE

BY PARTICIPATING IN THE PROGRAM OR ACCEPTING A GRANT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, APPLICANTS RELEASE AND AGREE TO HOLD HARMLESS THE SPONSOR AND ANY PROGRAM PARTNERS, AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS AND CONTRACTORS (“RELEASED PARTIES”) FROM ANY AND ALL EXISTING OR FUTURE ACTUAL OR ALLEGED ACTIONS, CLAIMS AND/OR LIABILITIES OF WHATEVER NATURE INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, BODILY INJURY (INCLUDING WITHOUT LIMITATION WRONGFUL DEATH AND DISABILITY), PROPERTY DAMAGE, AND LOSS OR DAMAGE OF ANY OTHER KIND, ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ACCEPTANCE, POSSESSION, USE OF MISUSE OF THE GRANT, PARTICIPATION IN THIS PROGRAM, AND/OR PARTICIPATION IN ANY PROGRAM OR GRANT RELATED ACTIVITIES, AND FOR ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION OR INVASION OF PRIVACY.

IN NO EVENT WILL THE RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR APPLICATION TO THE PROGRAM. WITHOUT LIMITING THE FOREGOING, THIS PROGRAM AND ALL GRANTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.

The Released Parties are not responsible for: (1) any incorrect or inaccurate information, whether caused by Applicants, printing errors or by any of the equipment or programming associated with or utilized in the Program; (2) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (3) unauthorized human intervention in any part of the application process or the Program; (4) technical or human error which may occur in the administration of the Program or the processing of applications; (5) late, lost, undeliverable, damaged or stolen mail or electronic mail. No more than the stated number of Grants will be awarded. In the event that production, technical, seeding, programming or any other reasons cause more than the stated number of Grants as set forth in these Terms and Conditions to be available and/or claimed, Sponsor reserves the right to award only the stated number of Grants by a random drawing from among all eligible Grant claims. Applicants who do not comply with these Program Terms and Conditions or attempt to interfere with this Program in any way shall be disqualified.

INDEMNIFICATION

Applicants agree to indemnify and hold harmless the Released Parties from all claims, actions, losses, judgments, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of Applicants’ breach or alleged breach of any provision of these Terms and Conditions, violation of applicable law, use of the Driver App and/or Materials (including without limitation all Diner Data), and/or all uses of your Application by Grubhub and/or any third party authorized by Grubhub.

GENERAL CONDITIONS

Sponsor is not responsible for human error, theft, destruction, or damage to Applications, or other factors beyond its reasonable control.

Sponsor reserves the right to cancel, suspend and/or modify the Program, or any part of it, if any fraud, technical failures or any other factor beyond Sponsor’s reasonable control impairs the integrity or proper functioning of the Program, as determined by Sponsor in its sole discretion. Sponsor reserves the right, in its sole discretion, to disqualify any individual it finds to be tampering with the application process or the operation of the Program or to be acting in violation of these Terms and Conditions or any other promotion or in an unsportsmanlike or disruptive manner. The use of automated or third party software or website to enter and/or apply for the Program is prohibited. Electronically or mechanically reproduced Applications shall be disqualified. In the event of a dispute, all Applications will be deemed to have been submitted by the owner of the email account associated with the Application. For these purposes, the e-mail account holder shall mean the natural person assigned to the e-mail address by the Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with such email account. Disqualified or ineligible Applicants shall forfeit any awarded Grants. Any attempt to submit an Application using multiple or different contact or personal information will disqualify such Application and the Application may be disqualified and any awarded Grants may be forfeited. All properly claimed Grants will be awarded provided a sufficient number of eligible Applications are received. Any fraud or attempt by any person to deliberately undermine the legitimate operation of the Program may be a violation of criminal and civil law, and, should such an attempt be made, Sponsor reserves the right to cooperate in the prosecution of any such individual(s) and to pursue all remedies from any such person to the fullest extent permitted by law. Sponsor reserves the right, in its sole discretion, to cancel or suspend the Program in its entirety or any portion thereof if its integrity or proper operation is undermined, or because of any force majeure event and, in such case, to select the Recipient from the eligible Applications received prior to cancellation or suspension.

DISPUTES

Except where prohibited, Applicant agrees: To waive all rights to trial in any action or proceeding instituted in connection with these Terms and Conditions, including without limitation the Program. Any controversy or claim arising out of or relating to these Terms and Conditions and/or the Program shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the State of New York, City of New York. All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions, or the rights and obligations of the Applicant and Sponsor in connection with the Program shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules (whether of the State of New York or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York.

RECIPIENT LIST

For the names of the Recipients, send a self-addressed, stamped, #10 envelope to: Driver Grant Program Recipient List Request, Grubhub Holdings Inc. 111 W. Washington St, Suite 2100, Chicago, Illinois 60602. Recipient Lists will be sent when the Application Period is over. Requests for Recipient Lists must be received by March 4th, 2022.

COPY OF TERMS AND CONDITIONS

A copy of these Terms and Conditions may be obtained upon request by emailing [email protected].

CHANGES TO THE AGREEMENT

Sponsor may change the Terms and Conditions from time to time. If we make a change to the Terms and Conditions, we will make the most current version of Terms and Conditions available at the “Terms and Conditions” link (“Updated Terms”). If we make a material change to the Terms and Conditions, we will notify you. Except as provided by your Delivery Partner Agreement and Grubhub Delivery Partner Terms and Conditions, these Terms and Conditions will govern any disputes regarding the Program arising before the effective date of the Updated Terms.

WAIVER AND SEVERABILITY

Any waiver by Grubhub of any provision of these Terms and Conditions must be in writing. If any portion of Terms and Conditions is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of these Terms and Conditions shall continue to be enforceable and valid according to the terms contained herein. Sponsor’s failure to enforce any term of these Terms and Conditions shall not constitute a waiver of that provision.