NoshGrid Terms & Conditions

1. Agreement to These Terms

These Terms & Conditions ("Terms") are a binding legal agreement between you and NoshGrid LLC, an Illinois limited liability company ("NoshGrid," "we," "us," or "our"), governing your access to and use of the NoshGrid website at noshgrid.com, the NoshGrid mobile and web applications, and all related services (collectively, the "Service").

By creating an account, clicking "I Agree," or accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not create an account or use the Service.

2. Changes to These Terms

We may revise, update, or replace these Terms at any time, for any reason, at our sole discretion. When we make changes, we will update the version number and effective date of these Terms.

If we make material changes, we may require you to review and accept the updated Terms before continuing to use your account. Your continued access to or use of the Service after updated Terms become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, your sole remedy is to stop using the Service and close your account.

It is your responsibility to review the Terms from time to time. The current version is always available within the Service.

3. Eligibility

You must be at least 13 years old to use the Service. If you are under 18 (or the age of majority where you live), you may use the Service only with the involvement and consent of a parent or legal guardian who agrees to be bound by these Terms on your behalf.

By using the Service, you represent that you meet these requirements and that you are not barred from using the Service under any applicable law.

4. Your Account

To post deals, vote, comment, follow restaurants, and use other features, you must create an account. You agree to:

• Provide accurate, current, and complete information when creating your account.
• Keep your password confidential and secure. You are responsible for all activity that occurs under your account, whether or not you authorized it.
• Notify us promptly at the contact address below if you suspect unauthorized use of your account.
• Maintain only one account, unless we expressly permit otherwise.

We may refuse, reclaim, or require you to change any username at our discretion — for example, if it impersonates another person or business, infringes a trademark, or is offensive. We may suspend or terminate your account as described in the "Termination" section below.

5. User Content

The Service allows you to submit content, including deals, business listings, comments, votes, ratings, reports, and other materials ("User Content"). You retain ownership of your User Content. However, by submitting User Content, you grant NoshGrid a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, publish, translate, distribute, publicly display, and publicly perform your User Content in connection with operating, improving, promoting, and providing the Service, in any media now known or later developed.

You represent and warrant that: (a) you own your User Content or have all rights necessary to grant the license above; (b) your User Content is accurate to the best of your knowledge; and (c) your User Content does not violate any law or infringe the rights of any third party, including intellectual property, privacy, and publicity rights.

We have no obligation to monitor, review, or verify User Content, but we reserve the right to remove, edit, restrict, or refuse any User Content at any time, for any reason or no reason, without notice or liability. Deleting your account does not automatically terminate the license above with respect to User Content already submitted, to the extent reasonably necessary to operate the Service (for example, comments in threads or vote tallies).

6. Deals Are User-Submitted — No Guarantee of Accuracy

Deals, discounts, prices, schedules, business names, hours, and locations on the Service are submitted by users or gathered from public sources. NoshGrid does not verify, endorse, or guarantee any deal or listing.

• A deal may be inaccurate, expired, modified, regional, or subject to conditions not shown on the Service.
• Always confirm any deal directly with the restaurant or business before relying on it, traveling to it, or making a purchase.
• NoshGrid is not a party to any transaction between you and any restaurant or business, and has no responsibility for the products, food, services, pricing, or conduct of any restaurant or business.
• NoshGrid is not affiliated with, sponsored by, or endorsed by the restaurants and businesses listed on the Service unless expressly stated. All restaurant and business names, logos, and trademarks belong to their respective owners and are used for identification purposes only.

NoshGrid has no responsibility or liability for food quality, food safety, allergens, dietary suitability, or any illness, injury, or loss arising from products or services you obtain from any restaurant or business, whether or not you discovered them through the Service.

7. Acceptable Use

You agree not to, and not to attempt to or help anyone else to:

• Post deals or content that are false, fraudulent, deceptive, or misleading.
• Manipulate votes, points, badges, rankings, or featured placement through multiple accounts, coordination, automation, or any other artificial means.
• Impersonate any person or business, or misrepresent your affiliation with any person or business.
• Post content that is unlawful, defamatory, obscene, harassing, hateful, threatening, or that infringes any third-party right.
• Use the Service for spam, advertising unrelated to legitimate deals, chain messages, or commercial solicitation we have not approved.
• Scrape, crawl, harvest, or systematically extract data from the Service, or access the Service through automated means, without our prior written consent.
• Copy, resell, sublicense, or commercially exploit the Service or its data.
• Reverse engineer, decompile, or attempt to discover the source code of the Service, except where such restriction is prohibited by law.
• Interfere with or disrupt the Service, probe or circumvent its security or authentication measures, or impose an unreasonable load on its infrastructure.
• Use the Service to violate any applicable law or regulation.

We may investigate violations and take any action we deem appropriate, including removing content, revoking points or badges, suspending or terminating accounts, and reporting to law enforcement.

8. Points, Badges, and Invite Rewards

The Service includes optional community-reward features, such as points, badges, and an invite-a-friend program that rewards you when a new user joins with your personal invite code. For all of these:

• Points and badges have no cash or monetary value, are not redeemable for money, goods, or services, cannot be sold or transferred, and are not your property. They are a feature of the Service, not currency or consideration.
• Points are computed from live community activity — for example, deals you post, upvotes your deals receive, and friends who join with your invite code. If the underlying activity changes (content is removed, votes change, or an account you invited is deleted), your points and badge progress recalculate accordingly.
• Invite rewards are granted only when a new user creates a genuine account using your invite code at signup, with one reward per new account.
• You may share your invite code with people you know, but you must not: create additional accounts (alone or with others) to trigger your own rewards; use automation, bots, paid placement, or bulk messaging to distribute your code; send invitations as spam or in violation of any applicable law; or state or imply that you are employed by, or acting on behalf of, NoshGrid.
• We may withhold, revoke, or reverse points, badges, or invite rewards that we believe were obtained through fraud, abuse, or a violation of these Terms, and we may modify point values, badge criteria, or reward amounts, or suspend or discontinue any of these features, at any time without notice or liability.

9. Featured Placements and Paid Features

The Service may offer paid features, such as featured deal slots sold on a subscription basis. For any paid feature:

• Fees, billing intervals, and features are as described at the point of purchase and may change prospectively at any time. Payments are processed by third-party payment processors, and your use of them is subject to their terms.
• If you purchase or subscribe through the Apple App Store or Google Play, billing, renewal, cancellation, and refunds are handled by that platform under its terms, and you must manage or cancel the subscription through your platform account. Refund requests for platform purchases must be directed to the platform.
• Subscriptions renew automatically at the end of each billing period until canceled. You are responsible for canceling before renewal to avoid the next charge.
• Except where required by law, all fees are non-refundable, including for partial periods, unused features, or deals that are removed for violating these Terms.
• Featuring a deal affects placement only. It is not an endorsement and does not guarantee views, votes, engagement, or any business outcome.
• We may modify, suspend, or discontinue any paid feature. If we permanently discontinue a paid feature you have prepaid for, your remedy is a pro-rata refund of the prepaid, unused amount.

10. Our Intellectual Property

The Service — including its software, design, graphics, logos, branding (including the NoshGrid name and logo), text, and the selection and arrangement of content, but excluding User Content — is owned by NoshGrid or its licensors and is protected by intellectual property laws.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service for your personal, non-commercial use in accordance with these Terms. We reserve all rights not expressly granted.

If you send us feedback, ideas, or suggestions, you grant us the unrestricted right to use them without compensation, credit, or obligation to you.

11. Copyright Complaints

We respect intellectual property rights. If you believe content on the Service infringes your copyright, send a notice to the contact address below that includes: (a) identification of the copyrighted work; (b) identification and location of the allegedly infringing material; (c) your contact information; (d) a statement that you have a good-faith belief the use is not authorized; (e) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner or authorized to act for the owner; and (f) your physical or electronic signature.

We may remove allegedly infringing content and may terminate the accounts of repeat infringers.

If you believe your content was removed by mistake or misidentification, you may send us a counter-notice that includes: your contact information, identification of the removed material and its prior location, a statement under penalty of perjury that you have a good-faith belief the material was removed by mistake or misidentification, consent to the jurisdiction of the federal court for your district (or, if outside the United States, the Northern District of Illinois), and your physical or electronic signature.

12. Third-Party Sites and Services

The Service may display links, link previews, maps, directions, and other content from third-party websites and services. These are provided for convenience only. We do not control and are not responsible for third-party sites or services, their content, or their privacy practices, and a link does not imply endorsement. Your use of any third-party site or service is at your own risk and subject to its terms.

13. Advertising and Affiliate Links

Some links on the Service may be affiliate links, meaning NoshGrid may earn a commission if you click them or make a purchase through them, at no additional cost to you. This does not influence which deals appear on the Service or how they are ranked, except for placements clearly labeled as featured or sponsored. Affiliate merchants and their offers are third-party services under the "Third-Party Sites and Services" section above — we are not responsible for their content, pricing, or fulfillment.

14. App Store Terms

If you access the Service through an app downloaded from the Apple App Store, the following also applies: These Terms are between you and NoshGrid only — not Apple Inc. ("Apple") — and Apple is not responsible for the Service or its content. Your license to the app is a non-transferable license to use it on Apple-branded devices that you own or control, subject to the App Store Terms of Service. Apple has no obligation to provide any maintenance or support for the app. If the app fails to conform to an applicable warranty, you may notify Apple and Apple will refund any purchase price you paid for the app; to the maximum extent permitted by law, Apple has no other warranty obligation, and all other claims are governed by these Terms. Apple is not responsible for addressing any claims relating to the app or your use of it, including product liability claims, claims that the app fails to conform to legal or regulatory requirements, consumer protection claims, and third-party claims that the app infringes intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

You represent that you are not located in a country subject to a U.S. government embargo or designated by the U.S. government as a "terrorist supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties.

If you download the app from Google Play, your use of it is also subject to the Google Play Terms of Service.

15. Location Data

Some features use your device's location (with your permission) or a location you enter to show nearby deals, distances, and directions. Location-based information is approximate and may be inaccurate or unavailable. You are responsible for your own safety and judgment when traveling to any location, and for complying with traffic laws — do not interact with the Service while driving.

16. Privacy

Our collection and use of personal information in connection with the Service is described in our Privacy Policy. By using the Service, you also consent to receiving service-related electronic communications from us (such as login codes, security notices, and account emails), which are part of operating the Service.

17. Termination

We may suspend, restrict, or terminate your access to the Service or your account at any time, with or without cause, and with or without notice, including if we believe you have violated these Terms, created risk or possible legal exposure for us, or if we discontinue the Service. We have no liability to you for any suspension or termination.

You may stop using the Service at any time and may request deletion of your account by contacting us.

Upon termination, your right to use the Service ends immediately. Sections of these Terms that by their nature should survive termination do survive, including the User Content license, disclaimers, limitation of liability, indemnification, and dispute resolution provisions.

18. Disclaimers

THE SERVICE AND ALL CONTENT ON IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, NOSHGRID DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; ANY DEAL, LISTING, OR OTHER CONTENT IS ACCURATE, COMPLETE, CURRENT, OR AVAILABLE; DEFECTS WILL BE CORRECTED; OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU USE THE SERVICE AT YOUR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

19. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NOSHGRID AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF NOSHGRID AND THE PARTIES LISTED ABOVE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE AMOUNTS YOU PAID TO NOSHGRID FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE LIMITATIONS IN THIS SECTION ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND NOSHGRID AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

20. Indemnification

You agree to defend, indemnify, and hold harmless NoshGrid and its members, managers, officers, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content; (b) your use or misuse of the Service; (c) your violation of these Terms; (d) your violation of any law or the rights of any third party; or (e) any transaction or dispute between you and any restaurant, business, or other user. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense.

21. Dispute Resolution — Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

Informal resolution first. Before filing any claim, you agree to contact us at the address below and attempt in good faith to resolve the dispute informally for at least thirty (30) days.

Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The Federal Arbitration Act governs this section. Judgment on the award may be entered in any court of competent jurisdiction. Arbitration will take place in the county where you reside or another mutually agreed location, and may be conducted by videoconference or on written submissions where appropriate.

Arbitration costs. Payment of filing, administration, and arbitrator fees will be governed by the AAA's Consumer Arbitration Rules, which cap the fees payable by consumers, and we will pay the fees those rules require us to pay.

Coordinated filings. If twenty-five (25) or more demands for arbitration raising similar claims are filed against NoshGrid with the assistance or coordination of the same counsel or organization, the demands will be resolved in staged proceedings: each side will select up to five (5) demands to proceed first as bellwether arbitrations, and the remaining demands will be held in abeyance — with no filing or administration fees due on them — until the bellwether arbitrations conclude and the parties have attempted in good faith to resolve the remaining demands in light of the outcomes. Any applicable statute of limitations is tolled for demands held in abeyance under this paragraph.

Class action and jury waiver. YOU AND NOSHGRID EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. Disputes may be brought only in an individual capacity, and the arbitrator may not consolidate more than one person's claims.

Exceptions. Either party may (a) bring an individual claim in small claims court, or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights.

Opt-out. You may opt out of this arbitration agreement by emailing us at the contact address below within thirty (30) days of first accepting these Terms, stating your account email and that you opt out of arbitration. Opting out does not affect any other provision of these Terms.

Severability of waiver. If the class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court, and the waiver remains enforceable for all other claims.

22. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules. For any dispute not subject to arbitration, you and NoshGrid consent to the exclusive jurisdiction and venue of the state courts located in the Illinois county of NoshGrid's principal place of business and the United States District Court for the Northern District of Illinois, and you waive any objection to such venue.

23. General Provisions

• Entire agreement. These Terms (together with any policies referenced in them) are the entire agreement between you and NoshGrid regarding the Service and supersede all prior agreements on that subject.
• Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control.
• Changes to the Service. We may add, change, suspend, or discontinue any part of the Service (including free features) at any time without liability; if a change materially affects a paid feature you have prepaid for, the "Featured Placements and Paid Features" section governs your remedy.
• No third-party beneficiaries. Except as stated in the "App Store Terms" section, these Terms do not create rights for any third party.
• Headings. Section headings are for convenience only and have no legal effect.

24. Contact

Questions, notices, copyright complaints, and legal requests regarding the Service or these Terms should be sent to: legal@noshgrid.com.