Terms of Service

1. Dininghood Services

The Services include a digital marketplace that enables users offering reservations or tickets ("Experience Providers") for dining and other event experiences ("Experiences") to connect with users who wish to acquire those Experiences ("Attendees"). If you create or manage a listing on the Services for an Experience (a "Listing"), you are an Experience Provider for that Experience. While the Services are intended to facilitate connections between Experience Providers and Attendees, Dininghood does not host the Experiences and Attendees acquire their reservations or tickets ("Tickets") directly from the Experience Provider and not from Dininghood.

Unless otherwise specified, references to "you" throughout these Terms means you as either an Attendee or an Experience Provider, as applicable to your use of the Services.

2. Eligibility and Use Restrictions

(a) Age. You may not use the Services if you are under the age of 18 (or the age of legal majority where you live). If you are a parent or legal guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at support@dininghood.com.

(b) Jurisdiction. You may only use our Services in jurisdictions authorized by Dininghood. Use of our Services is currently authorized only in the United States.

3. Your Information

You may provide certain information to Dininghood in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails, phone calls, SMS or text messages, and other types of communication from Dininghood via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Dininghood in connection with the Services is accurate.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

4. Accounts

You must create an account with Dininghood in order to use some Services. If you create an account with us, you must: (a) not share or permit others to use your individual account credentials; (b) promptly update any information contained in your account if it changes; (c) use a strong password for your account that is unique to our Services and not used by you in any other website or online service; and (d) maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.

5. Text Messages and Phone Calls

(a) If you choose to provide a telephone number to Dininghood and enroll in Dininghood's text or SMS messaging or phone call programs, you may receive SMS or text messages ("Text Messages") or phone calls. Text Messages and phone calls may include recurring and nonrecurring messaging related to events, special offers, or other Dininghood-related news and other information that we think will be of interest to you. Text Message and phone call frequency will vary, and Dininghood reserves the right to alter the frequency and total number of Text Messages and phone calls at any time. Dininghood also reserves the right to change the phone number it uses for Text Messages and phone calls. Consent to receive automated text messages or phone calls is not a condition of any purchase. Message, data, and minute rates may apply.

(b) Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. Dininghood, our service providers, and the mobile carriers supported by the Services are not liable for delayed or undelivered messages. We will not share information gathered through text messages with third parties for their marketing purposes unless we have your consent.

(c) You may opt out of receiving Text Messages at any time by replying to a Text Message with the keyword STOP, QUIT, END, REVOKE, OPT OUT, CANCEL, or UNSUBSCRIBE. After texting STOP, QUIT, END, REVOKE, OPT OUT, CANCEL, or UNSUBSCRIBE to our short code, you will receive one additional message confirming that your request has been processed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not consist of the STOP, QUIT, END, REVOKE, OPT OUT, CANCEL, or UNSUBSCRIBE keyword commands. If you have unsubscribed from one of our Text Message programs, you may continue to receive Text Messages from us through any other programs you have joined until you separately unsubscribe from those programs as well.

(d) Text the keyword HELP to our short code to receive customer care contact information. If you are experiencing any problems, please contact us using the information in Section 26(b).

6. User Content

(a) Our Services may allow you and other users to create, post, store, and share content, including, reviews, messages, job postings, text, photos, videos, and other materials (collectively, "User Content"). Depending on your account settings, when you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Services, you do so at your own risk.

(b) Except for the license you grant below, as between you and Dininghood, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content. You grant Dininghood and its subsidiaries and affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party. You hereby irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.

(c) You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
• Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;
• May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
• Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
• Impersonates, or misrepresents your affiliation with, any person or entity;
• Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
• Contains any private or personal information of a third party without such third party's consent;
• Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or
• In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Dininghood or others to any harm or liability of any type.

(d) If you include recommendations of products or brands in your User Content, you agree to comply with applicable advertising laws or content guidelines, including the FTC's Endorsement Guides.

(e) Enforcement of this Section 6 is solely at Dininghood's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 6 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.

(f) We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:

• Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
• Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your User Content or conduct is reasonably likely, in our sole determination, to violate applicable law or these Terms;
• Take any action with respect to your User Content that is necessary or appropriate, in Dininghood's sole discretion, to ensure compliance with applicable law and these Terms, or to protect Dininghood's rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
• As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.

7. Prohibited Conduct

(a) Use of our Services is subject to your compliance with our Community Guidelines and this Section 7. You will not use our Services if you are not eligible to use our Services in accordance with Section 2 and will not use our Services other than for their intended purpose. Further, you will not, on or in connection with our Services:

• Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
• Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
• Use or attempt to use another user's account or information without authorization from that user and Dininghood;
• Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell or resell our Services;
• Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file to compile results for public search engine;
• Develop or use any applications or software that interact with our Services without our prior written consent;
• Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by Dininghood; or
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.

(b) Enforcement of this Section 7 is solely at Dininghood's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

8. Additional Terms Applicable to Attendees

When you are using the Services as an Attendee, the terms of this Section 8 also apply to you.

(a) Listings. Experience Providers are responsible for Listings, and a Listing appearing on the Services does not imply our endorsement of such Experience or affiliation with the Experience Provider. We ask that Experience Providers ensure their Listings are complete, accurate, and current, but Listings may be inaccurate, incomplete, or out of date. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such Listings. Please reach out to the Experience Provider for any questions about a Listing.

(b) Tickets. Although Tickets may be delivered to you through the Services, Experience Providers (and not Dininghood) issue Tickets and are responsible for honoring them. If you have a problem with a Ticket or an Experience, reach out to the Experience Provider directly.

(c) Experience Types. Dininghood may allow Listings for different types of Experiences, and each works in a different way. Listings may be for the following types of Experiences:

• With a "Standard Experience," you are permitted to purchase available Tickets from the Experience Provider right away and payment is collected at the time of purchase. You may cancel a Ticket for a Standard Experience up to 48 hours before the Experience for a partial refund. Dininghood and processing fees are not refundable, and the Experience Provider will retain a $10 cancellation fee.
• With a "CrowdBooking Experience," you can choose to "back" an event by committing to purchase a Ticket from the Experience Provider if the event reaches the minimum number of backers specified in the Listing. If the CrowdBooking Experience meets this minimum, you will automatically be charged for a non-refundable Ticket. You may withdraw your backing at any time before the event reaches its minimum number of backers. If the minimum is not reached, you will not be charged.
• With a "Series Experience" you are permitted to enroll in a Recurring Subscription, as defined in Section 10, with an Experience Provider. Unless you cancel the Recurring Subscription or indicate through the Services that you wish to skip a Series Experience, you will be charged the Subscription Fee for Tickets 48 hours before each Series Experience. You may cancel a Ticket for a Series Experience before the Experience for a partial refund, but Dininghood fees, processing fees, and a $10 cancellation fee for the Experience Provider will not be refunded.

(d) Canceled Events. If a Listing is canceled after you have purchased Tickets to the Experience, Tickets that you currently hold will be refunded.

(e) Price. Prices shown on the Services exclude all taxes and service fees. Taxes and service fees will be added to the amount of your purchase and itemized on the checkout page. You will have an opportunity to review taxes and service fees before you confirm your purchase. All prices on the Services are subject to change at any time without notice.

(f) Other Obligations and Restrictions. You may not resell Tickets, and an Experience Provider may include additional rules for an Experience in its Listing ("Experience Rules"). Failing to comply with Experience Rules is a violation of these Terms, and if you do not comply with all Experience Rules, you may not be admitted to the Experience or you may be asked to leave the Experience.

9. Terms Applicable to Experience Providers

When you are using the Services as an Experience Provider, the terms of this Section 9 also apply to you.

(a) Subscription. You may be required to enroll in a Recurring Subscription, as defined in Section 10, with Dininghood in order to post Listings.

(b) Listings. You may be permitted to post Listings on the Dininghood Services. You must ensure that each Listing you create includes (i) the name of the person or entity responsible for the Experience and the honoring of Tickets, (ii) an accurate and complete description of the Experience, including date, time, and location, (iii) Ticket prices, and (iv) any Experience Rules (e.g., age restrictions for the Experience). You may only create Listings for Experiences to be held within the United States. By creating a Listing, you represent and warrant to Dininghood that you are authorized to list and sell Tickets to that Experience. If information related to your Listing changes or you no longer are able to offer an Experience, you must promptly update or cancel the impacted Listing in accordance with Section 9(e). We may limit your ability to revise Listings after they are posted, with additional restrictions imposed 72 hours prior to the start time for the Experience. Each Listing is considered your User Content and is subject to Section 6. This means, for example, that you cannot post a Listing for an Experience that is illegal. Dininghood reserves the right to cancel any Listing, including in cases where Dininghood believes a Listing violates the Community Standards.

(c) Pricing. You can set the price, exclusive of sales tax, for Tickets to your Experience, subject to any minimum or maximum pricing set by Dininghood, and you instruct Dininghood to offer such Tickets for sale on your behalf at the price you set.

(d) Fees. When an Attendee purchases a Ticket to your Experience, Dininghood charges the Attendee on your behalf, less any discounts applied to the transaction. Attendees may also be charged Service fees directly payable to Dininghood in connection with a transaction. The money that Dininghood collects from an Attendee on your behalf for the purchase is the "Gross Revenue". Applicable sales taxes and payment processing fees incurred by Dininghood are not part of the Gross Revenue. From the Gross Revenue is deducted for Dininghood: (i) the amount paid back to an Attendee or any other party for rebates, credits, returns and refunds; and (ii) any chargebacks or other amounts attributable to fraud. The revenue remaining after these deductions is the "Net Revenue".

You will pay Dininghood a commission of 1.5% applied against the Commission Base for each Experience. The "Commission Base" is the sum of the Net Revenue and payment processing fees included by Dininghood. Note, the Commission Base includes the payment processing fees that are excluded from the Net Revenue definition. Any Net Revenue remaining from an Experience after you have paid the commission to Dininghood ("Payout") will be transferred to you in accordance with Section 9(f) below.

(e) Canceled Listings. If one of your Listings is cancelled (either by Dininghood for violation of these Terms or by you) after Attendees have purchased Tickets to the Experience, you are responsible for (i) refunding Attendees for Tickets already purchased and (ii) paying Dininghood a cancellation fee of $50 per canceled Listing plus any payment processing fees that Dininghood incurred on Tickets already purchased. Dininghood may issue Attendees refunds on your behalf, and you authorize Dininghood to charge your payment method on file for any refunded amounts or amounts owed to Dininghood in excess of what Dininghood can recoup from your current Payout balance. However, no cancellation fee is charged when a Listing for a CrowdBooked Experience is canceled before the minimum number of backers is reached.

(f) Transfer of Payout. Here's what to expect for receiving transfers of Payouts from Dininghood:

• Merchant Account. For Dininghood to transfer Payout amounts, you must have a merchant account in good standing with a provider currently designated by Dininghood as being compatible with the Services (your "Merchant Account"). Dininghood does not administer Merchant Accounts and is not a party to any agreement you have with your Merchant Account provider.
• Transfer of Payout: Subject to your ongoing compliance with Section 25, Dininghood will initiate an electronic funds transfer of the Payout amount related to an Experience to your Merchant Account within a reasonable time after the Experience. The amount transferred to you will be Dininghood's then current calculation of your Payout balance minus any amounts you may owe to Dininghood under these Terms. All transfers to you will be payable in United States dollars. You may occasionally experience delays in accessing such funds after Dininghood has initiated a transfer. We may also block or hold transfers for violations of these Terms or based on our policies or for compliance reasons, including when you have not provided adequate tax reporting information.
• Payout Minimum: Generally, we will only initiate a transfer to you if your Payout balance is $100 or more. If your Payout balance is less than $100, we will roll your unpaid Payout over to the next quarter and initiate a transfer to you only when your Payout balance crosses the $100 payment threshold. We will, however, initiate a transfer for any Payout that was credited to you more than a year ago, regardless of the amount.
• Offsets, Bank Fees, and Overpayment: If we incur any wire transfer, bank, or payment fees, we may deduct those fees from your Payout. We have no responsibility for any of these types of fees incurred by you. If the amounts transferred to you under these Terms exceed the Payouts owed to you under these Terms (e.g., there were chargebacks after a transfer was made) Dininghood may, at its choice, either (i) offset any overpayment against future Payouts otherwise due to you or (ii) require you to repay the overpayment to Dininghood.

(g) Taxes. You are responsible for all taxes that are due on any Payout amount you receive from Dininghood. To the extent that a tax authority asserts or Dininghood determines that you or Dininghood may be responsible for taxes that were not collected by Dininghood from the Attendees, including taxes that were not collected because a Listing was inaccurate or in violation of these Terms, we may deduct those taxes from future Payouts or collect those taxes directly from you. If we withhold taxes from Payouts, we deduct those taxes from the amount owed to you and pay the proper tax authorities. We will give you a receipt for any of these withholding taxes.

(h) Tax Forms. You must provide Dininghood or a third-party payment provider designated by Dininghood with your Merchant Account information and a completed Form W-9 along with any other tax information identified by Dininghood. You represent and warrant that all tax information you provide in connection with these Terms is accurate, and you will inform Dininghood or its designated third-party payment provider if any of the information you have provided changes. If you do not provide full and complete information as required by this section, Dininghood may not transfer Payouts to you.

10. Purchases and Subscriptions

(a) Purchase. If you make a purchase through the Services, you may be asked to supply certain payment information to us or our third-party payment processors, such as your payment card number, its expiration date, and your billing address. You represent and warrant that you have the right to use any payment information you provide. You authorize us (via our third-party payment processors) to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. You will pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred, including all taxes applicable to your transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses.

(b) Recurring Subscriptions. You may be permitted to enroll in a subscription with either Dininghood or an Experience Provider on a monthly, yearly or other basis ("Subscription Period") for the recurring fee indicated at the time you enroll in the Recurring Subscriptions ("Subscription Fee"). Such subscriptions ("Recurring Subscriptions") are continuous until you cancel them, and you authorize Dininghood to charge your payment method the then-current Subscription Fee both (i) when you initially enroll in a Recurring Subscription and (ii) at the beginning of each subsequent Subscription Period until you cancel. If your Recurring Subscription begins with a trial period or a discounted initial price (each a "Promotional Offer"), the Recurring Subscriptions will renew at the then-current Subscription Fee at the end of the Promotional Offer period. You must cancel your Recurring Subscription at least 48 hours before the end of the current Subscription Period to avoid being charged the Subscription Fee for the next Subscription Period.

(c) Eligibility. To purchase a Ticket or enroll in a Recurring Subscription, you must have a valid billing address within a country that can be selected as part of the checkout or enrollment process.

11. Promotions

Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, "Promotions") made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.

12. Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights in the Services are owned by Dininghood or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services and intellectual property rights in the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal or internal use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.

13. Trademarks

The Dininghood, names and our logos, our other product or service names, slogans, and the look and feel of the Services are trademarks of Dininghood and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

14. Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Dininghood or our Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to improve or develop products or services in Dininghood's sole discretion. Dininghood will exclusively own all works or improvements based on any Feedback. You understand that Dininghood may treat Feedback as nonconfidential.

15. Repeat Infringer Policy; Copyright Complaints

(a) Our Policy. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others.

(b) Reporting Claims of Copyright Infringement. If you believe that any content on our Services infringe any copyright that you own or control, you may notify Dininghood's designated agent as follows:

Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Services is infringing, you may be liable to Dininghood for certain costs and damages.

16. Third-Party Content and Offerings

(a) Third-party code may be utilized in connection with the Services that may be subject to open-source licenses ("Open-Source Software"). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.

(b) We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content, information, or offerings available on or through the Services (collectively, "Third-Party Content"). We provide Third-Party Content for those interested in such content, but your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

(c) We have no obligation to monitor Third-Party Content, and we may block or disable access to any Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Content). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.

17. Indemnification

To the fullest extent permitted by applicable law, you will indemnify and hold harmless Dininghood and our subsidiaries and our officers, directors, agents, partners, and employees (individually and collectively, the "Dininghood Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs (including attorneys' fees) associated with claims, demands or other actions arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); (e) your conduct in connection with the Services; and (f) if you are an Experience Provider, your Listings and Experiences. The Dininghood Parties will have control of the defense or settlement, at Dininghood's sole option, of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Dininghood or the other Dininghood Parties.

18. Disclaimers

Your use of our Services and any content or materials provided therein or therewith is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services and any content or materials provided therein or therewith are provided "as is" and "as available" without warranties of any kind, either express or implied.

Dininghood disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

In addition, Dininghood does not represent or warrant that our Services or any content provided therein or therewith are accurate, complete, reliable, current, or error-free or that access to our Services or any content provided therein or therewith will be uninterrupted. While Dininghood attempts to make your use of our Services safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith. All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Dininghood and the other Dininghood Parties.

19. Limitation of Liability

(a) To the fullest extent permitted by applicable law, Dininghood and the other Dininghood Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, or special damages or lost profits, even if Dininghood or the other Dininghood Parties have been advised of the possibility of such damages.

(b) The total liability of Dininghood and the other Dininghood Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $50 or the amount paid by you to Dininghood for use of our Services in the six months preceding the date on which the first claim giving rise to liability arose.

(c) The limitations set forth in this Section 19 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Dininghood or the other Dininghood Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

20. Release

To the fullest extent permitted by applicable law, you release Dininghood and the other Dininghood Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: "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."

21. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND DININGHOOD TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND DININGHOOD CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND DININGHOOD FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND DININGHOOD AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. DININGHOOD AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

YOU AND DININGHOOD EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY'S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 21(j), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Claims This Section Applies To. This Section 21 applies to all Claims between you and Dininghood. A "Claim" is any dispute, claim, or controversy (excluding those exceptions listed in Section 21(c), below) between you and Dininghood, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms, or the Services, including any claims related to the use or operation of the Services, the purchase of any products or services made available through the Services, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.

(b) Informal Dispute Resolution Before Arbitration. If you believe you have a Claim against Dininghood or if Dininghood believes it has a Claim against you, you and Dininghood will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and Dininghood will make a good-faith effort to negotiate the resolution of any Claim for 45 days ("Informal Resolution Period"), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 21(b) (a "Claimant Notice"). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties' mutual written agreement.

You must send any Claimant Notice to Dininghood by email to legal@dininghood.com. Dininghood will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Dininghood. The party sending a Claimant Notice (the "Claimant") will ensure it includes (i) the Claimant's name, address, email address, and telephone number; (ii) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (iii) the specific relief sought; and (iv) a personally signed statement from the Claimant themselves (and not their counsel) verifying the accuracy of the contents of the Claimant Notice.

No arbitration demand ("Arbitration Demand") may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If you or Dininghood files an Arbitration Demand without complying with the requirements in this Section 21, including the requirement to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action shall be entitled to recover its costs and reasonable attorneys' fees incurred in seeking such relief.

To facilitate the parties' efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Dispute Resolution Process through the date when suit or arbitration may be filed under these Terms.

(c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property rights of you or Dininghood, including any disputes in which you or Dininghood seek injunctive or other equitable relief for the alleged unlawful use of your or Dininghood's intellectual property ("IP Claims"), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 21(b) must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.

(d) Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 21, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the "AAA"), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., ("FAA"). If you are a "Consumer," meaning that you only use the Services for personal, family, or household purposes, the then-current version of the AAA's Consumer Arbitration Rules, as modified by these Terms (the "Rules"), will apply to Claims between you and Dininghood. If you are not a Consumer, the then-current version of the AAA's Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms, will apply to Claims between you and Dininghood.

These Terms affect interstate commerce, and the enforceability of this Section 21 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Dininghood to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

(e) Arbitration Procedure and Location. You or Dininghood may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.

Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Dininghood by email to legal@dininghood.com. Dininghood will send any demand for arbitration to you by certified mail or, if no physical address has been provided, by email using the contact information you have provided to Dininghood.

The arbitration will be conducted by a single arbitrator in the English language. You and Dininghood both agree that the arbitrator will be bound by these Terms.

For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Dininghood agree otherwise, any decision or award will include 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.

Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

(f) Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

(g) Frivolous or Improper Claims. To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney's fees and arbitration fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument, (ii) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

(h) Confidentiality. If you or Dininghood files a Claim in arbitration, you and Dininghood agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Dininghood agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(i) Mass Disputes. If 25 or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a "Mass Dispute" and the provisions of this Section 21(i) will apply to all such Claimant Notices. A Claimant Notice in a Mass Dispute may proceed to arbitration only as set forth below.

• 1) Applicable Rules. Any Arbitration Demands based on these Claimant Notices filed in arbitration shall be subject to the AAA's then-current Mass Arbitration Supplementary Rules, as modified by these Terms. Any disputes over whether an Arbitration Demand should be considered part of the Mass Dispute will be decided by the AAA as an administrative matter. The following procedures are intended to supplement the AAA's Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.
• 2) Initial Arbitrations. The parties shall identify an initial set of 20 Claimant Notices to proceed as Arbitration Demands in order to maximize efficiencies in the management, investigation, and arbitration of the remaining Claimant Notices in the Mass Dispute. The initial set shall be selected as follows. Counsel representing the Claimants in a Mass Dispute must notify the other party in writing (email will suffice) when all or substantially all Claimant Notices for the Mass Dispute have been provided. Counsel for all Claimants and counsel for the responding party each shall then select 10 Claimant Notices to proceed as Arbitration Demands. Claimants shall then file Arbitration Demands for the 20 selected Claimant Notices. No Claimant Notice or Arbitration Demand may be filed or deemed filed, and no related arbitration fees may be assessed, until the Claimant Notice is selected to proceed to arbitration following the process set forth in this Section. A single arbitrator will preside over each Arbitration Demand, and shall preside only over one Arbitration Demand, unless the parties agree otherwise.
• 3) Mediation. Upon conclusion of the 20 Initial Arbitrations (or sooner if the parties agree) and before proceeding with any other Arbitration Demands, the parties must engage in a single mediation applicable to all Claimant Notices in the Mass Dispute. The parties shall have 30 days following the conclusion of the last of the initial arbitrations to agree on a mediator. If they are unable to do so, the AAA may appoint one as an administrative matter. No additional Arbitration Demands may be filed until 30 days after such mediation concludes or 90 days after the appointment of a mediator, whichever is sooner.
• 4) Remaining Claimant Notices and Arbitrations. If mediation concludes with 100 or more unresolved Claimant Notices, any remaining Claimant or the receiving party to a remaining Claimant Notice may opt out of arbitration of all Claimant Notices that were not resolved in the initial 20 Arbitration Demands or mediation. Such an election may only be for all Claimant Notices remaining in the Mass Dispute, not a portion thereof. To be effective, such election must be communicated in writing (email suffices) to counsel for the other party within 30 days of mediation concluding. Claimant Notices released from the arbitration requirement must be resolved according to Section 22.
  
  If complaints based on Claimant Notices that were released from the arbitration requirement are filed in court, the Claimants may seek class treatment, although to the fullest extent allowed by applicable law, the putative classes must be limited to those Claimants in the Mass Dispute whose claims remain unresolved, and for which a Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis and may raise any other defenses available under applicable law.
  
  If the mediation process concludes with fewer than 100 Claimant Notices remaining or if no timely election to opt out of arbitration is made, the AAA will randomly select 30 Claimant Notices (or the total remaining if less than 30) that comply with Section 21(b) to proceed in arbitration in the same manner as described in Section 21(i)(2), above. Once such arbitrations have concluded, the parties will repeat this process until all Claimant Notices in the Mass Dispute have been resolved.

(j) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing legal@dininghood.com. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 22.

(k) Rejection of Modifications to this Section. You may reject any change we make to this Section 21 (except changes to notice addresses) as to you, by emailing legal@dininghood.com within 30 days of the date of the change. To be effective, you must send the notice or rejection on your own behalf, and you must include your full name, mailing address, and email address. The notice must clearly indicate your intent to reject changes to Section 21. You may reject changes to Section 21 only as a whole. You may not reject only certain changes to Section 21. If you reject changes made to Section 21, the most recent version of Section 21 that you have not rejected will continue to apply.

(l) Two Years to Assert Claims. To the extent permitted by law, any Claim by you or Dininghood against the other must be included in a Claimant Notice within two years after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Dininghood will no longer have the right to assert that Claim.

(m) Severability. If any portion of this Section 21 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 21 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 21; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 21 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 21 will be enforceable.

22. Governing Law

Any dispute, claim, or controversy arising from or relating to these Terms or the Service will be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising from or relating to these Terms or the Service that is not subject to arbitration pursuant to Section 21 and that cannot be heard in small claims court will be resolved exclusively in the state courts or the federal courts located in New Castle County, Delaware. You and Dininghood waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section will not apply to you to the extent that local law conflicts with this section.

23. Modifying and Terminating Our Services

We reserve the right to modify our Services, to suspend or terminate your access to our Services, or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Dininghood in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. The parties' respective rights and obligations under Sections 6(b) and 12-26 of these Terms, together with all other provisions that may reasonably be construed to survive, will survive the expiration or termination of these Terms for any reason.

24. Severability

Except as stated in Section 21(m), if any portion of these Terms is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

25. Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country or (b) on any of the U.S. government lists of restricted end users.

26. Miscellaneous

(a) Dininghood's failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation." Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between Dininghood and you may be conducted electronically. We may assign the Terms, in whole or in part, with or without notice to you. You can't assign your rights or obligations under the Terms, and any attempted assignment in violation of this sentence will be void.

(b) If you have a question or complaint regarding the Services, please send an email to support@dininghood.com. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers 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 Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.

27. Future Service Terms

These Terms of Service govern your use of the Dininghood waitlist and pre-launch services, including the collection of your contact information and delivery of marketing communications. When Dininghood's full service launches, your use of the platform will be governed by the then-current Terms of Service, which you will be asked to review and accept separately at the time of account creation. Joining the waitlist does not obligate you to create an account or use the full service.