Last Modified: February 23, 2025

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY USING A WEBSITE OR MOBILE APPLICATION (“APP”) PROVIDED BY COHN RESTAURANT GROUP (“CRG,” “WE,” “US,” OR “OUR”), ANY RELATED ENTITY OR AFFILIATE, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (EACH SUCH INDIVIDUAL OR ENTITY, AND CRG, A “CRG ENTITY”), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (“TERMS”), INCLUDING THE ARBITRATION AGREEMENT AND SEPARATE CLASS ACTION WAIVER INCLUDED BELOW.

These Terms govern all use of the websites and Apps (each, a “Service”) provided by CRG or a CRG Entity. By accessing and using a Service, you agree, on your own behalf and on behalf of any person, corporation, or other entity that you represent or for which you access the Service (your “Company”), to be bound by and comply with these Terms and to comply with all applicable laws and regulations. If you do not agree to these Terms, you are not authorized to use our Services.

Additional terms may apply to certain portions of a Service, including third-party platforms integrated with the Service to provide functionality such as online ordering. Such additional terms are posted in the applicable portion of the Service. If you access any such portions of the Service, you are bound by both those other terms and these Terms, with these Terms controlling in the event of any conflict between these Terms and those terms.

1. CHANGES TO THESE TERMS AND THE SERVICE

1.1. We may change these Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including by posting a revised version of these Terms or other notice on the Service, or by any other reasonable means designed to provide notice under the circumstances. You should review the terms posted on the Service often to stay informed of changes that may affect you.

1.2. We expressly reserve the right to make any changes that we deem appropriate from time to time to the Service or to any information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, opportunities, features, services, and other materials within the Service (all such materials, and any compilation, collection, or arrangement thereof, the “Content”).

1.3. Your use of the Service constitutes your continuing agreement to be bound by these Terms, as they are amended from time to time. If you do not agree to the changed terms, then you must immediately stop using the Services.

2. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

We aim to avoid legal disputes and hope to resolve any issues amicably, fairly, and as quickly as possible. To facilitate the effective resolution of any disputes, you and we agree to the following provisions.

2.1. These Terms will be construed and enforced in accordance with the Federal Arbitration Act and, to the extent state law applies, the laws of the State of Illinois (without regard to Illinois choice of law principles). The selection of the well-developed law of Illinois to govern these Terms is designed to ensure uniformity and advance efficiency, among other things.

2.2. Arbitration Agreement

Please read these paragraphs carefully and completely. They affect your rights and will have a substantial impact on how a CRG Dispute is resolved.

1. You and your Company agree that any and all claims, controversies, or disputes of any kind (whether in contract, tort, or otherwise) you may have against CRG or a CRG Entity, which we define as a “CRG Dispute,” will be resolved exclusively by final and binding arbitration in accordance with these provisions.Without limiting the scope of a CRG Dispute, examples of CRG Disputes include any and all claims, controversies, or disputes arising out of or relating in any way to:

   1) these Terms, the Service, or you or your Company’s use of the Service;

   2) your relationship with CRG or a CRG Entity;

   3) any dispute regarding these Terms;

   4) any dispute regarding the enforceability, validity, legality, scope, waiver, or applicability of this agreement to arbitrate, including arbitrability; and

   5) any disagreements over the satisfaction of the Notice Requirement described below as a prerequisite to arbitrating.

2. This Arbitration Agreement is intended to be interpreted as broadly as possible, consistent with governing law, and to survive after your relationship with the Service, CRG, or a CRG Entity ends.Notwithstanding the intended breadth of this agreement, the following are exempt from the arbitration requirement:

   1) complaints you wish to make to a government agency;

   2) small claims court actions (as further noted below);

   3) claims related to the enforceability of the requirement that arbitrations must be conducted on an individual basis only (as further noted below); and

   4) actions to compel arbitration, or to uphold, confirm, or enforce any prior arbitration decision or award.

   Further, you and we may seek an injunction in court on an individual (non-class) basis to preserve the status quo between us for the entire period until we resolve the CRG Dispute in arbitration.

3. Notice Requirement. To try to resolve a CRG Dispute quickly and efficiently, before you can institute arbitration or file a lawsuit against CRG or a CRG Entity relating to a CRG Dispute, you agree to the following procedures. These procedures are designed to help reach a fair, fact-based resolution. They are not optional.1) You must send a written notice to CRG (a “Notice”) describing the CRG Dispute. The Notice should include your name, address, and other contact information; a description of the CRG Dispute (including any relevant account names); and what resolution is being sought.

   2) The Notice must be sent to the following address (the “Notice Address”): CRG Legal Disputes, 2225 Hancock Street, San Diego, CA 92110.

   3) Complying with the Notice Requirement is mandatory. You agree that you will not take any legal action, including filing a lawsuit or instituting arbitration, until 60 business days after you send a Notice, except that, notwithstanding this provision and the provisions below, you may seek relief in small claims court for disputes or claims within the scope of its jurisdiction. If you do not file a compliant Notice, a court may enjoin the filing of an arbitration demand and may order a party that has filed an arbitration demand without having provided a compliant Notice to reimburse the other party for any arbitration fees and costs already incurred.

   4) CRG and any applicable CRG Entity agrees to toll the limitations period, if any, from the date the Notice is sent until the date the CRG Dispute described in the Notice is resolved.

4. Individual Arbitration. In the unfortunate event that the CRG Dispute described in the Notice is not resolved to your satisfaction within 60 business days, the following paragraphs describe how the CRG Dispute will be resolved pursuant to this Arbitration Agreement, which shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.1) The CRG Dispute will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (the “AAA”) and conducted before a sole arbitrator in accordance with the AAA Consumer Arbitration Rules in force at the time you send the Notice, as modified by the agreement to arbitrate described in these Terms. The current AAA rules are available at www.adr.org or by calling 1-800-778-7879.

   By “binding,” we mean that both you and we will have to live with the arbitrator’s decision, except to the limited extent appeals to a court are permitted under the FAA. As limited by the FAA, these Terms, and the rules applicable to the arbitration, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but (as provided above) only to the extent necessary to provide relief to a party in arbitration warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction.

   2) If you or we believe that AAA is unable to conduct the arbitration in a timely and effective manner, you or we may request that your CRG Dispute be filed with another national arbitration company and governed by another national arbitration company’s rules. Each party will consider the request in good faith and determine whether to proceed with arbitration through AAA or instead to arbitrate using a different company.

   3) Unless you and we agree otherwise, the arbitrator will decide the dispute by providing a written statement stating the decision of each claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions. The arbitrator’s decision shall be controlled by these Terms (including this Arbitration Agreement) and any of the other agreements referenced herein that the parties may have entered into.

   4) The arbitrator shall apply Illinois law (without regard to Illinois choice of law rules or principles), consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law. The arbitrator’s application of the well-developed law of Illinois is designed to ensure uniformity and advance efficiency, among other things.

   5) For CRG Disputes involving less than $10,000, the arbitrator will decide the matter solely on the basis of written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary.

   If an in-person hearing is required, the arbitration shall be held in San Diego, California, but may proceed telephonically, by video, or in another location if San Diego is not reasonably accessible, if both parties agree, or if the arbitrator determines that this would pose a hardship for you.

   6) There shall be no authority for any claims to be arbitrated on a class or representative basis, even if the arbitration provider has rules permitting class or mass or collective arbitrations. Arbitration under these Terms can decide only individual claims by you and/or the applicable CRG Entity or CRG Entities; the arbitrator may not consolidate, join, or adjudicate the claims of other persons or parties who may be similarly situated against CRG or an applicable CRG Entity. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or us to satisfy one of our individual claims (that the arbitrator determines are supported by credible relevant evidence).

   Notwithstanding any other provision of this Arbitration Agreement and these Terms, any dispute over the enforceability of this subparagraph (6) shall be resolved by a federal Court in the Southern District of California and not by an arbitrator.

   7) An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself.

   8) In the event that the fees and deposits required to initiate arbitration against any CRG Entity exceed $250, and you demonstrate to the applicable CRG Entity’s satisfaction in its reasonable discretion that you are unable (or not required under the rules of AAA) to pay any fees and deposits that exceed this amount, the applicable CRG Entity agrees to forward them on your behalf, subject to being reimbursed in whole or in part, as permitted, based on an ultimate allocation by the arbitrator. In addition, if you are able to demonstrate to the applicable CRG Entity’s satisfaction in its reasonable discretion that the costs of individual arbitration will be prohibitive as compared to the costs of individual litigation, the applicable CRG Entity will pay as much of those costs (but not attorney or other representation fees) in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

   9) If 10 or more claimants submit CRG Disputes or seek to file arbitrations raising similar claims, arising from the same business decision, or arising from similar underlying facts, and are represented by the same or coordinated counsel, whether such cases are pursued simultaneously or not, each such claim is considered a “Coordinated Claim” and each such claimant is defined as a “Coordinated Claimant.”

   To ensure fairness and efficiency, Coordinated Claims must be resolved in the staged proceeding process described below. You agree to this process even though it may delay the arbitration of your claim. A court shall have authority to enforce this bellwether process and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

   1. In the first stage, Coordinated Claimants’ counsel and the applicable CRG Entity will each select an equal number of Coordinated Claims (up to the lesser of one-half of the Coordinated Claims or 5 cases each (10 cases total)) to proceed in arbitration and resolved individually by different arbitrators.In the meantime, no other Coordinated Claims, cases, or CRG Disputes involving the same or similar subject matter or claims may proceed in arbitration, and the AAA must not assess or demand payment of fees for the remaining Coordinated Claims or administer or accept them.

      If the AAA nonetheless assesses or demands payments of fees for the remaining Coordinated Claims, any such Claimants agree to dismiss their arbitration demands without prejudice, with the statute of limitations being tolled from the date of the dismissal.

      The arbitrators are encouraged to resolve the first-stage cases within 120 days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties.

   2. After the first stage is completed, the parties must engage in a single mediation of all remaining Coordinated Claims. The applicable CRG Entity will select the mediator and pay the mediation fee. If the parties agree, the Coordinated Claimants may select the mediator and pay half the cost of mediation.
   3. If all remaining Coordinated Claims are not resolved after mediation, the parties will repeat the first-stage process of selecting and filing up to 10 Coordinated Claims to be resolved individually by different arbitrators, followed by mediation.
   4. If any Coordinated Claims remain after the second stage, the process will be repeated until all Coordinated Claims are resolved, with four differences. First, a total of 30 cases may be filed in the third and later stages. Second, the cases will be randomly selected. Third, arbitrators who decided cases in the first two stages may be appointed in later stages if different arbitrators are not available. Fourth, mediation is optional at the election of counsel for the Coordinated Claimants.
   5. Between stages, counsel will meet and confer regarding ways to improve the efficiency of the staged proceedings, including whether to increase the number of cases filed in each stage. Either party may also negotiate with the AAA regarding the amount or timing of AAA fees.
   6. Subject to a mutually agreeable confidentiality agreement, any confidential non-privileged information relevant to a Coordinated Claim—including a decision in a Coordinated Claim—shall be available to other Coordinated Claimants.
   7. This Section concerning arbitration of Coordinated Claims, and each requirement of this Section, is intended to be severable from the rest of this Arbitration Agreement. If the provisions relating to the staging process are severed, then the claims may be filed in individual arbitration pursuant to this Arbitration Agreement except that the payment of AAA fees will be assessed as the arbitrations advance and arbitrators are appointed, rather than when arbitrations are initiated.
5. Changes. Although we may revise these dispute resolution terms in our discretion, as described above, we do not have the right to alter this agreement or the arbitration rules specified herein with respect to any CRG Dispute once that CRG Dispute arises, if such change would make arbitration procedures materially less favorable to you.Whether changed procedures are materially less favorable to the claimant is an issue to be decided by the arbitrator, and if multiple claimants are proceeding in Coordinated Claims, the applicability of revised terms to the Coordinated Claims will be decided by the arbitration provider as a procedural issue.

2. Severability. With the exception of Section 2.2(d)(6) above, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, or deemed to otherwise conflict with the rules of AAA, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein.If, however, Section 2.2(d)(6) is found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor the affected CRG Entity shall be entitled to arbitrate their dispute.
3. Opt-Out. If you do not wish to be subject to this Arbitration Agreement, you may opt out of the Arbitration Agreement. To do so, within 30 days of the date that this Arbitration Agreement is accepted by you, you must send a written notice to the Notice Address described above stating that you wish to opt out of this Arbitration Agreement, as well as your name, address, and email.TO BE EFFECTIVE, THIS WRITTEN NOTICE MUST BE POSTMARKED OR DEPOSITED WITHIN 30 DAYS OF THE DATE ON WHICH YOU FIRST ACCEPTED THESE TERMS UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. You are responsible for ensuring that we receive your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt.

   If you opt out of these provisions, we will not be bound by them with respect to disputes with you. If you do not opt out of this Arbitration Agreement within the 30-day period, you and CRG and the applicable CRG Entity shall be bound by the terms of this Arbitration Agreement.

2.3. Class Action Waiver

Separate and apart from the Arbitration Agreement set forth above and to the maximum extent permitted by law, you hereby independently waive any right to bring or participate in any class action, class arbitration, private attorney general action, or other representative action, however denominated, in any way related to any CRG Dispute.

YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST CRG OR ANY CRG ENTITY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE CAPACITY OR PROCEEDING.

2.4. Jury Trial Waiver

YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THESE TERMS OR ANY CRG DISPUTE.

2.5. Limitations period

BY USING THIS SERVICE, YOU WAIVE ANY AND ALL RIGHTS TO BRING ANY ARBITRATION, CLAIM OR ACTION AGAINST CRG OR ANY CRG ENTITY IN ANY FORUM MORE THAN ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION, OCCURRENCE, OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED, UNLESS CRG OR THE APPLICABLE CRG ENTITY AGREES OTHERWISE, OR UNLESS A LONGER PERIOD IS REQUIRED BY LAW.

2.6. Small Claims Court

You and we agree that disputes that qualify for small-claims court may be brought as individual actions only in such small-claims courts. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AND WE AGREE TO WAIVE THE RIGHT TO A JURY TRIAL IN SMALL CLAIMS COURT. Any CRG Dispute brought in small claims court must remain in such court and may not be removed or appealed to a court of general jurisdiction and may advance only on an individual (non-class, non-representative basis).

3. PRIVACY POLICY

Information that you provide to us or that we collect about you and your Company through your access to and use of the Service is subject to our Privacy Policy, the terms of which are hereby incorporated by reference into these Terms. We encourage you to read and become familiar with our Privacy Policy and related terms, which are available on our website.

4. INTELLECTUAL PROPERTY

You understand and agree that we own, or (where applicable) we have licensed from third parties, the Service and all of the Content. You acknowledge and agree that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing or using the Service or the Content. Such intellectual property and proprietary rights may include, but are not limited to, copyrights, trademarks and service marks, trade dress, and trade secrets, and all such rights are the property of CRG or a CRG Entity or its licensors.

5. LICENSE TO ACCESS AND USE

5.1. You may access and use this Service only for your personal use (or, if accessing the Service on behalf of a Company, only your Company’s own internal use). Any other access to or use of the Service or the Content constitutes a violation of these Terms and may violate applicable copyright, trademark, or other laws.

The Service is controlled and operated by CRG from within the United States of America, and is intended for use only by residents of the United States. CRG and the CRG Entities make no representations or warranties that the Content or the Service is appropriate or lawful in any other countries, or that any items offered for sale or download through links on the Services will be available outside the United States.

We make no representation that Service or Content is appropriate or available for use in locations other than the United States. If you choose to access this Service from locations other than in the United States, you do so at your own initiative, at your own risk, and are responsible for complying with applicable local laws, if and to the extent local laws are applicable. You may not use or export or re-export any content downloaded from the Service, or any copy or adaptation of such content, in violation of any applicable laws or regulations, including United States export laws and regulations.

5.2. You may not access, use, or copy any portion of the Service or of the Content through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms. You agree not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within any of the Content.

Except as expressly authorized by us in writing, in no event will you directly or indirectly reproduce, redistribute, duplicate, display, copy, sell, resell, or exploit for any commercial purpose any portion of the Service or the Content or any access to or use of the Service or the Content.

5.3. In addition to the provisions of these Terms that apply to the Services in general, the following terms apply to use of our Apps:

a) Apps are licensed to you, not sold. We grant you a personal, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to use an App that you download from an authorized app store only in executable code form and only on the mobile device to which you download the App from the authorized app store. You must not copy the App or transfer the App or any Content accessed through the App from the device on which you originally downloaded the App to any other device. You must not disassemble, decompile, or otherwise reverse engineer the App. Your license to an App terminates automatically if you fail to comply with any of the provisions of these Terms.

b) Your wireless provider may charge for use of the App, including fees for receipt of text messages and data transmission. These fees are not charged by us. You should contact your wireless provider if you have any questions about its fees.

c) By using an App, you agree that we may communicate with you regarding the Services and our restaurants, products and other services by SMS, MMS, text message, or other electronic means to your mobile device and that certain information about your device and usage of the App will be communicated to us.

6. RESTRICTIONS ON ACCESS

6.1. You represent and agree that all information that you provide to us in connection with your access to and use of the Service is true, accurate, and complete to the best of your knowledge and belief.

You are responsible for maintaining the confidentiality of any information about you, including any username and any password used in connection with your use of the Service, and must not permit the use of your account by anyone else.

You accept responsibility for all activities, charges, and damages that occur under your account, including unauthorized use of your account. If you have reason to believe that someone else is using your account, you should contact us immediately. Neither CRG nor any CRG Entity will be liable for any loss or damage arising from the unauthorized use of your username, password, or account.

6.2. CRG reserves the right, in its sole discretion, to terminate your access to all or part of the Service, without notice or liability, for any reason, including (a) the unauthorized use of any username or password; or (b) the breach of any agreement between you and CRG or any CRG Entity, including these Terms. Following any such termination of access, you will continue to be bound to these Terms to the fullest extent of the law.

6.3. Upon being notified that your access is terminated, you must destroy any materials you have obtained from the Service. After your access has been terminated, you may not access the Service without our written approval. After terminating your access, CRG will retain all rights, including all intellectual property rights, proprietary rights, and licenses retained in these Terms, and the limitations upon your use and treatment of Content will remain in full force.

6.4. By using a Service, you represent that you are at least 16 years of age, or if you are under 16 years of age but are at least 13 years old (a “Minor”), that you are using the Service with the consent of your parent or legal guardian and that your parent or legal guardian agrees to these Terms.

If you are the parent or legal guardian of a Minor using the Service, you agree that the Minor is bound by these Terms and agree to indemnify and hold harmless CRG and any CRG Entity if the Minor breaches any of these Terms.

If you are not at least 13 years old, you may not use the Service at any time in any manner or submit any information to CRG or any CRG Entity.

7. USER CONDUCT

7.1. In connection with your access and use of the Service, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct.

7.2. Neither you nor your Company may cause or permit any person to do any of the following:

a) use the Service or Content for any unlawful purpose;

b) use another’s information, account, or password, except as expressly permitted, impersonate any person or entity, or misrepresent your credentials or any information you provide;

c) for the purpose of misleading others, create a false identity of the sender or the origin of a message, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Services;

d) use the Service to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, copy, or expropriate any system, data, or personal information;

e) impose an unreasonably or disproportionately large load on the Service or otherwise interfere with or inhibit any other user of this Service from using or enjoying the Service;

f) use the Service to post or transmit any material that is unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise objectionable in CRG’s sole discretion;

g) use the Service to post or transmit any information which is invasive of another’s privacy or publicity rights or that otherwise violates or infringes in any way upon the rights of others;

h) use the Service to post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communication;

i) use any device, software, or program to interfere with the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system, device, or network;

j) circumvent, reverse engineer, decipher, decompile, disassemble, decrypt, or otherwise interfere with any software that is a part of the Services, or use any tools for compromising security (e.g., password-guessing programs, cracking tools, or network probing tools);

k) engage in unauthorized spidering, scraping, or harvesting of content or use any other unauthorized means to compile information, including harvesting or otherwise collecting or storing any information (including personal information) about other users, including e-mail addresses, without the express consent of such users; or

l) take any action that could harm us or anyone else, interfere with the Services, restrict any person from using the Services, or that, in our sole judgment, exposes us, users, or any other third party to any liability, damages, or detriment of any type.

8. ONLINE TRANSACTIONS

8.1. Some of our Services offer you the opportunity to make “Orders”—which include placing reservations; purchasing food, beverages, or gift cards; or completing other online transactions. This Section 8 states additional terms that apply to such Orders. If a Service links to a third-party platform for the placement or processing of Orders, further terms posted there may apply.

8.2. Items available through the Services may differ from those available in our restaurants.

8.3. We try to be accurate when we describe and depict items on the Services. However, images and descriptions are only approximate and are subject to change and availability. We also cannot guarantee that images we provide will be displayed properly on your device, or that our product descriptions and images will always be complete, reliable, current, and error-free. If you order an item through one of our Services that you believe is not as described or depicted, please let us know promptly so we can address the situation.

8.4. When you order an item, the price will be stated in US dollars. You agree to pay the price that is stated in your Order, as well as any applicable taxes. The specific terms of any discounts or other promotions are stated at the time they are offered. Promotions cannot be combined unless we specifically state otherwise. Eligibility for any promotions is determined at the time of your Order.

8.5. We reserve the right to reject or cancel any Order, in whole or in part, at any time. If we do, we will attempt to notify you using the contact information provided in connection with your Order.

8.6. We accept only the payment methods indicated on the Services. When you provide payment information, you represent that the information is accurate and that you are authorized to use the payment method provided. If your payment method has expired or we are otherwise unable to obtain payment when we try to charge your payment method, you remain responsible for payment, and for all costs we incur in collecting any unpaid amounts.

8.7. Title and the risk of loss to gift certificates passes to the purchaser upon our transmission to the recipient.

9. SUBMISSIONS

9.1. By disclosing or offering any information to us, including comments, computer files, documents, graphics, suggestions, ideas, or other information (each, a “Submission”), either through your use of the Service or otherwise, you authorize CRG and any CRG Entity to make such copies thereof as we deem necessary, including to facilitate the posting and storage of the Submission on the Service. By making a Submission, you automatically grant, and you represent and warrant that you have the right to grant, to CRG and any CRG Entity an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, adapt, publish, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), disclose, and distribute such Submission for any purpose, commercial, advertising, or otherwise, on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submission, and to grant and authorize sublicenses of the foregoing.

9.2. By making a Submission, you represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the Submission. You are fully responsible for any Submission you make and for the legality, reliability, appropriateness, and originality thereof.

10. SECURITY

CRG takes such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Service. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure.

11. HYPERLINKS

11.1. The Service may include hyperlinks to other services that are not maintained by CRG or a CRG Entity. We are not responsible for the content of such external services, and we make no representations whatsoever concerning the content, accuracy, or opinions expressed in other links provided by such services.

The inclusion of any hyperlink to external services does not imply endorsement by CRG or any CRG Entity of those services or any products or services referred to therein. Hyperlinks to other services that are provided on the Service are not intended to imply that we are affiliated or associated with any external service, or that any linked service is authorized to use any of our trademarks, trade names, logos, copyrights, or other intellectual property.

11.2. External services may have terms of service and privacy policies that are different from the Terms and Privacy Policy that apply to our Services. If you decide to access any external service through a link within our Service, you do so entirely at your own risk. CRG and any CRG Entity will have no liability for any loss or damage arising from your access or use of any external service. Since CRG and any CRG Entity is not responsible for the availability of these services, or their contents, you should direct any concerns regarding an external service to the administrator of that service.

11.3. You agree that we will have no liability arising from or based upon any use of external services or for any content appearing on such services. Accordingly, you agree that you will not bring any suit or claim against us arising from or based upon any use of external services or for any content appearing on such services. For the avoidance of doubt, any dispute against CRG or a CRG Entity arising from or based upon any use of external services or for any content appearing on such services is governed by the Terms and procedures described above in Section 2 and is subject to the Arbitration Agreement described in that Section 2, including the mandatory Notice Requirement described in Section 2.2(c).

11.4. Images of the CRG or any CRG Entity logo may only be used for purposes of linking to a Service and may only be made with our express written permission. If we give such permission, you must use the CRG or CRG Entity logo only in its original, unmodified form in a manner with our style guidelines. All use of the CRG or any CRG Entity logo will inure to our benefit.

By linking to the Service, you agree that you will not misrepresent your relationship with us or present information about us that we believe is false or misleading. No hyperlinks to the Service may be used in a manner that implies or suggests that CRG or any CRG Entity approves or endorses you, your website, or your goods or services. No hyperlink may appear on any page on your service or within any context containing content or materials that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.

11.5. We may at any time, in our sole discretion, with or without cause, withdraw the permission granted herein to include hyperlinks to the Service, the CRG logo or any CRG Entity logo, and any CRG intellectual property. We reserve the right, at any time and in our sole discretion, to request that you remove this information from your service. Upon our request, you agree to immediately comply. Thereafter, your posting of any of this information to the Service will require our express written permission.

12. USE OF TRADEMARKS AND INTELLECTUAL PROPERTY

Except for the limited permission to use the CRG or a CRG Entity logo as set forth in these Terms, you may not, without our express written permission, use any of CRG or CRG Entity trademarks or service marks or intellectual property for any other purpose.

13. DISCLAIMER

13.1. THE USE OF THE SERVICE BY YOU AND YOUR COMPANY IS AT YOUR AND ITS SOLE RISK. ACCORDINGLY, EXCEPT AS APPLICABLE TO CONSUMER PRODUCTS TO WHICH WARRANTIES MAY SEPARATELY APPLY, THE SERVICE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW.

13.2. CRG AND ITS AFFILIATES AND LICENSORS DO NOT WARRANT THAT: (a) THE USE OF THE SERVICE OR ANY THIRD-PARTY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (b) THAT THE USE OF THE SERVICE OR ANY SUCH THIRD-PARTY SERVICE WILL ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (c) THE CONTENT OR ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SERVICE OR ANY THIRD-PARTY SERVICE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (d) THAT ANY DEFECTS IN THE SERVICE OR IN THE CONTENT WILL BE CORRECTED; OR (e) THAT THE SERVICE AND THE CONTENT ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.

14. LIMITATION OF LIABILITY AND LIMITATIONS PERIOD

14.1. UNLESS REQUIRED BY GOVERNING STATE LAW, CRG AND ANY CRG ENTITY (INCLUDING ANY CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE) SHALL NOT BE LIABLE TO YOU, YOUR COMPANY, OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR COSTS (INCLUDING LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE, ORDERS, OR THE USE OF OR ACCESS TO THE SERVICE OR THE CONTENT, OR THE TRANSMISSION OF INFORMATION TO OR FROM THE SERVICE. THIS LIMITATION APPLIES EVEN IF ANY OR ALL OF THE CRG ENTITIES HAVE BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.

TO THE EXTENT GOVERNING STATE LAW DISALLOWS THE LIMITATION OR EXCLUSION OF LIABILITY STATED IN THE PRIOR PARAGRAPH, THE LIABILITY OF CRG AND ANY CRG ENTITY (INCLUDING ANY CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE) WILL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE MAXIMUM EXTENT PERMITTED BY GOVERNING STATE LAW.

14.2. WITHOUT LIMITING ANY OF THE FOREGOING SECTION 14.1, IF CRG OR ANY CRG ENTITY (INCLUDING ANY CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE) IS FOUND LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SERVICE, ORDERS, OR YOUR USE OF OR ACCESS TO THE SERVICE, THE MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS SHALL NOT EXCEED $100 IN ANY CALENDAR YEAR, OR THE REASONABLE VALUE OF THE ITEMS PURCHASED DIRECTLY THROUGH THE SERVICE, WHICHEVER IS GREATER.

15. INDEMNIFICATION

You agree to defend and indemnify CRG and any applicable CRG Entity against all claims, demands, suits, or other proceedings, and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys’ fees), made by any third party arising out of: (a) content, data, or information that you submit, post to, or transmit through the Service; (b) your access to and use of the Content, the Service, and other materials, products, and services available on or through the Service and CRG or any CRG Entity; (c) your violation of these Terms; (d) your violation of any rights of any third party; (e) your service; or (f) any unauthorized use of a username, password, or account.

We reserve, and you grant to us, the right to assume the exclusive defense and control of any matter subject to indemnification by you, including the right to select the counsel of our choice at our sole discretion.

16. COPYRIGHT INFRINGEMENT

We respect the intellectual property rights of others. Accordingly, we have adopted a policy for the termination in appropriate circumstances of subscribers and account holders of the Services who are repeat infringers. If you believe that content on a Service infringes your copyright, you may send us a notification pursuant to Section 512 of the Copyright Act (17 U.S.C. § 512) to our designated agent as follows:

Legal Department
Cohn Restaurant Group
2225 Hancock Street
San Diego, CA 92110
Telephone: 619-236-1299
Email: [email protected]

17. MISCELLANEOUS

17.1. These Terms and policies referenced herein (including the Privacy Policy), as each may be revised and amended from time to time according to their respective terms, collectively constitute the entire agreement with respect to your access to and use of the Service and the Content.

17.2. Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.

17.3. Any provisions of these Terms that are reasonably inferable to have been intended to survive termination (including any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to this Service.

Unless a provision of these Terms says otherwise, if any provision of these Terms is held to be invalid or unenforceable, that provision will be stricken and severed and will not affect the validity and enforceability of any remaining provisions.

17.4. These Terms do not confer any rights, remedies, or benefits upon any person other than you.

17.5. We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.

17.6. Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof.

17.7. CRG and all CRG Entities reserve the right to provide to law enforcement authorities possible evidence of use of the Service for what CRG believes to be illegal or improper purposes.

17.8. Discontinuation of use of this Service is your sole right and remedy for any dissatisfaction with the Service or any of the Content.

18. NOTICE FOR CALIFORNIA CONSUMERS

Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

19. OTHER AGREEMENTS

If you have entered into a separate agreement with CRG or any CRG Entity with respect to your use of the Service or any Content, that agreement will supersede these Terms to the extent they are in conflict.

20. QUESTIONS

Please contact us with any questions regarding the Service or these Terms at:

Cohn Restaurant Group
2225 Hancock Street
San Diego, CA 92110
Telephone: 619-236-1299
Email: [email protected]