1. THESE TERMS OF USE & YOUR USE OF THE ONLINE SERVICES.

Your use of the Online Services is governed by these Terms of Use, which are an agreement between you and Zaxbys regarding your use of the Online Services. By using the Online Services, you agree to abide and be governed by these Terms of Use.

BY USING THE ONLINE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THIS AGREEMENT.

THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 21 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

2. UPDATES.

From time to time, we may revise these Terms of Use by notifying you of such changes by any reasonable means, including by posting a revised Terms of Use through the Online Services. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms of Use incorporating such changes or otherwise notified you of such changes. Your use of the Online Services following any changes to these Terms of Use will constitute your acceptance of such changes. The “Last Revised” legend above indicates when these Terms of Use were last changed. We may, at any time and without liability, modify or discontinue all or part of the Online Services; charge, modify, or waive any fees required to use the Online Services; or offer opportunities to some or all users of the Online Services.

3. JURISDICTIONAL ISSUES.

The Online Services are controlled and operated from the United States and are not intended to subject us to any non-U.S. jurisdiction or law. The Online Services may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Online Services is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the availability of the Online Services at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.

4. PROHIBITED CONDUCT.

In connection with the Online Services, you must not:

A) Interfere with or disrupt the operation of the Online Services or the servers or networks used to make the Online Services available, including by hacking or defacing any portion of the Online Services, or violate any requirement, procedure, or policy of such servers or networks;

B) Copy, modify, reproduce, display, or otherwise misappropriate any materials made available through the Online Services without the prior written consent of Zaxbys, except as specifically allowed by these Terms of Service;

C) Post, transmit, or otherwise make available through or in connection with the Online Services any Trojan horse, corrupted data, worm, virus, Easter egg, time bomb, spyware, or other computer code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment (each, a “Virus”);

D) Post, transmit, or otherwise make available through or in connection with the Online Services any materials that are or may be: (i) threatening, harassing, degrading, hateful, or intimidating, or otherwise fail to respect the rights and dignity of others; (ii) defamatory, libelous, fraudulent, or otherwise tortious; (iii) obscene, indecent, pornographic, or otherwise objectionable or unlawful; or (iv) protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner;

E) Use the Online Services for any commercial purpose or for any purpose that is fraudulent or otherwise tortious or unlawful;

F) Harvest or collect information about users of the Online Services;

G) Restrict or inhibit any other person from using the Online Services;

H) Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Online Services except as expressly authorized herein, without our express prior written consent;

I) Reverse engineer, decompile, or disassemble any portion of the Online Services, except where such restriction is expressly prohibited by applicable law;

J) Remove any copyright, trademark, or other proprietary rights notice from the Online Services;

K) Frame or mirror any portion of the Online Services, or otherwise incorporate any portion of the Online Services into any product or service, without our express prior written consent;

L) Systematically download and store Online Services content; or

M) Use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or otherwise gather Online Services content, or reproduce or circumvent the navigational structure or presentation of our website, without our express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in our website’s root directory, we grant to the operators of public search engines permission to use spiders to copy materials from our website for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. We reserve the right to revoke such permission either generally or in specific cases, at any time and without notice.

You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use the Online Services.

5. PRODUCTS.

The Online Services may make available listings, descriptions, and images of products or services or related coupons or discounts (collectively, “Products”), as well as references and links to Products. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such listings, descriptions, or images (including any features, specifications, and prices contained therein). Such information and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures, and similar descriptions are approximate and are for convenience only.

6. TRANSACTIONS.

We may make available the ability to purchase or otherwise obtain certain Products through the Online Services (a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your payment card number and its expiration date and your billing address. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

We reserve the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount, or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Product. Refunds will be subject to Zaxbys applicable refund policies. You agree to pay all charges incurred by you or on your behalf through the Online Services, at the prices in effect when such charges are incurred. In addition, you are responsible for any taxes applicable to your Transactions. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product.

Zaxbys offers from time-to-time different options for the convenience of its customers, including in-store ordering, order ahead for in-store pick-up, and delivery. Zaxbys reserves the right to offer different pricing for different convenience options, including orders made through the App, as well as the right to charge a fee for delivery.

If you request that Zaxbys deliver a Product that you have ordered, such Product(s) will be delivered to an address designated by you, so long as such address is complete and complies with any delivery restrictions or requirements contained on the Online Services. Zaxbys is not responsible for any lost, stolen, damaged, delayed, misdirected, or undelivered Products. You are responsible for filing any claims with delivery services for any lost, stolen, damaged, delayed, misdirected, or undelivered Products.

7. REGISTRATION; USER NAMES AND PASSWORDS.

You may need to register to use all or part of the Online Services. We may reject, or require that you change, any user name, password, or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Zaxbys, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name, password, or Online Services account.

8. SUBMISSIONS.

Visitors may make available certain materials (each, a “Submission”) through or in connection with the Online Services, including on the Online Services’ interactive services, such as message boards and other forums, and chatting, commenting, reviews, and other functionality. Zaxbys has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE ONLINE SERVICES, YOU DO SO AT YOUR OWN RISK.

9. LICENSE.

For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use, analyze, and exploit such Submission, in any format or media now known or hereafter developed and for any purpose (including promotional purposes, such as testimonials).

If you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Online Services or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Zaxbys under any fiduciary or other obligation.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section and that your Submissions, and your provision thereof through and in connection with the Online Services, are complete and accurate, and are not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

10. MONITORING.

We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Online Services or analyze your access to or use of the Online Services. We may disclose information regarding your access to and use of the Online Services, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

11. OUR PROPRIETARY RIGHTS.

We, our subsidiaries, affiliates, and suppliers own the Online Services, which are protected by proprietary rights and laws. Our trade names, trademarks, and service marks include, but are not limited to, Zax Snak, Buffalo Fingerz, Cajun Club, Chicken Fingerz, Kiddie Cheese, Kiddie Finger, Indescribably Good, Tongue Torch (and design), Nuclear (and design), Insane (and design), Original (and design), Hot Honey Mustard (and design), Sweet & Spicy (and design), Teriyaki (and design), BBQ (and design), Zalad, Zalads, Zappetizers, Zax Pak, Zax Sauce, Zax Snak, Zaxbys (and design), Zaxbys Chicken Fingers and Buffalo Wings (and design), Zaxbys Real Chicken (and design), Zestable Dip, Zax Kidz, Zuzy (and design), LZ (and design), The Official Chicken of Sports Fanz, Friends. Family. Flavor., Zaxbys Fanz of Flavor, Chickenflage, Check-in For Chicken, Nibblerz, Kidz Nibblerz, The Zensation, Cravelicious, Guy on a Buffalo Wing, National Sauce Day, Saucenality, Saucetember, Southern TLC (and design), Southwest Chipotle Fillet Sandwich, Spicy Zax Sauce, The Chicken Sandwich War Ain’t Over Yet, The Chicken Sandwich War is Over, Zax Rewardz, Zaxbys Ice, Silhouette of Aviator Chicken (miscellaneous design), Chicken Logo in a Circle (miscellaneous design), Silhouette of Chicken in a Circle (miscellaneous design), and any associated logos. All trade names, trademarks, service marks, and logos on the Online Services not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks, or logos in connection with any product or service that is not ours or in any manner that is likely to cause confusion. Nothing contained on the Online Services should be construed as granting any right to use any trade names, trademarks, service marks, or logos without the express prior written consent of the owner.

12. YOUR LIMITED RIGHTS.

Subject to your compliance with these Terms of Use and solely for so long as you are permitted by us to use our website, you may view one (1) copy of any portion of a website to which we provide you access under these Terms of Use, on any single device, solely for your personal, non-commercial use. Our apps are licensed (not sold) to end users. Subject to your compliance with these Terms of Use, and solely for so long as you are permitted by us to use our app, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the app on a mobile device that you own or control, solely for your personal, non-commercial use. If you fail to comply with any of the provisions of these Terms of Use, you must immediately cease using the app and remove (that is, uninstall and delete) the app from your mobile device.

13. STORE OWNERSHIP AND OPERATIONS.

Most Zaxbys restaurants are independently owned and operated by third party franchisees under license agreements with Zaxby’s SPE Franchisor LLC.

14. EXTERNAL WEBSITES.

For your convenience, the Online Services may contain links to external, third-party websites (“External Websites”). Zaxbys has not reviewed the content of such External Websites, does not endorse, support, or approve of such content, is not affiliated with such External Websites, and does not control External Websites. Please note that these Terms of Use and our Privacy Policy do not apply to any External Websites, and Zaxbys encourages you to review the privacy policies and terms of use of all External Websites you visit. If you decide to access External Websites, you do so at your own risk, and Zaxbys assumes no liability for content viewed or damage incurred as a result of your visit to any External Website.

15. OUR PRIVACY POLICY.

At Zaxbys, we care about the privacy of our visitors to the Online Services. You understand that information collected through the Online Services is subject to our

. You represent and warrant that any information you provide in connection with the Online Services is and will remain accurate and complete and that you will maintain and update such information as needed.

16. ZAX REWARDZ LOYALTY PROGRAM.

These terms supersede all previous terms and conditions applicable to the Zax Rewardz Loyalty Program or any predecessor loyalty program. Except as expressly prohibited or limited by applicable laws, Zaxbys may at any time change the availability, structure, and/or terms and conditions applicable to earning and redeeming points or rewards, with or without notice, even though such changes may affect the availability or value of any earned points or rewards. Your continued participation in the Loyalty Program following any such change will constitute your acceptance of any such change.

Eligibility

The Loyalty Program is available to legal United States residents in the fifty (50) United States and the District of Columbia who are eighteen (18) years of age or older.

Loyalty Program Enrollment

1. Eligible consumers who have an active existing account on Zaxbys.com (the “Website”) or the App will be automatically enrolled in the Loyalty Program. To be considered an active existing account, the account must have, in the twenty-four (24) months preceding automatic enrollment, (a) been newly registered, (b) logged a transaction, or (c) had, at the time of automatic enrollment, a balance of stored value or a digital gift card or an account credit. Any accounts opened prior to such time period or which do not otherwise qualify for automatic enrollment will require a new account in order to be eligible to participate in the Loyalty Program.
2. Eligible consumers will be automatically enrolled in the Loyalty Program when they sign-up for a new account on the Website or the App.

You may download the App to your data-enabled smart phone or other device from the Apple App Store or the Google Play Store. Once you have downloaded the App, follow the on-screen instructions to create a member account. For account verification purposes, we will send a one-time text message to your device with a code that you must submit where requested in the App. YOUR WIRELESS CARRIER’S STANDARD MESSAGE AND DATA RATES MAY APPLY. The App may not work with all carriers or on all devices.

Limit: one (1) account per person, per device, and per phone number. Accounts, Points, and rewards are not transferable. Pooling of rewards by multiple accountholders is not permitted. The Loyalty Program is open to individuals only. Corporations, associations, school organizations, and other groups, entities, or organizations of any kind are not eligible to participate.

Earning Points

To qualify to earn points under the Loyalty Program (“Points”), you must link to your Member account at the time of purchase. To do so, you must (a) for an in-store purchase, scan the Member account QR code at the register or drive through, and (b) for a Website/App purchase, log in to your account prior to ordering.

For every one dollar ($1.00 USD) that you spend through your account, you will receive ten (10) Points. Your amounts spent will be rounded up or down as follows: if your spend is fifty (50) cents or more, the Points awarded will be rounded up, and if your spend is less than fifty (50) cents, your Points awarded will be rounded down. For example, if you spend $1.65, you will receive twenty (20) Points, and if you spend $1.35, you will receive ten (10) points. You must spend at least fifty (50) cents to earn Points. You may earn Points for only up to two (2) transactions within any consecutive four (4)-hour period. Points are calculated on the total of the transaction, excluding taxes, surcharges, and fees (including delivery fees imposed by Zaxbys). Purchases made through a third-party food delivery site (e.g., DoorDash, GrubHub) are not eligible to earn Points. You will not earn points for purchasing a gift card or for loading or reloading funds to a gift card.

From time-to-time, we may offer double points earning opportunities on eligible purchases (“Double Points Offer”) when using your Zax Rewardz account online, in-app, or with a QR code scan at the register. Eligible items will be noted in the Double Points Offer. Any ineligible item in the order will earn its standard point value. Any Double Points Offer is unique to your Zax Rewardz account and is valid only at participating locations. Additional restrictions may apply. You may refer to the terms of your Double Points Offer for details.

In addition, from time-to-time, eligible Loyalty Program Members may automatically receive bonus rewards in the form of free product offers, coupons, Points, and other savings.

Within approximately seventy-two (72) hours of an eligible transaction resulting in your earning Points or a reward, you will receive notification of Points earned or reward availability via the App (including through push notifications), the Website, email, and/or text, depending on your account communication preferences. All Points balances and rewards may be viewed in your account after such time. Points and rewards are non-transferable and not available in conjunction with any other offer/promotion, unless otherwise expressly allowed in the terms applicable to a specific reward.

If you receive a refund for an eligible transaction on the same day as the transaction, you will not earn Points. If you receive a refund for an eligible transaction on a day other than the day of the transaction, (i) the Points you earned for the refunded transaction will be deducted from your Points balance, (ii) if you redeemed a non-points-based reward in connection with the transaction, the reward will be returned to your account, unless it has expired, and (iii) if you redeemed a points-based reward in connection with the transaction, the redeemed points will be returned to your account.

Redeeming Points

Points are not your property, have no cash value, and cannot be redeemed for cash. All eligible, non-expired Points in your account are redeemable only for your choice of items from the Zax Rewardz catalog, available at www.zaxbys.com/rewards. Once you select an item from the Zax Rewardz catalog, you can redeem your reward at participating Zaxbys locations by scanning the reward at the time of purchase via the App or by ordering ahead using your Member account on the App or the Website. When you redeem Points, the Points are held in a pending state for three (3) minutes in order for you to complete the transaction. Once the transaction is completed, your Points account balance will be reduced by the number of the redeemed Points. If the transaction is not closed within three (3) minutes from the time the Points were first held, any unused Points will be returned to your Points account balance. You may redeem only one (1) reward per transaction.

Expiration of Points and Rewards

Points expire three hundred sixty-five (365) days from the date they are earned or awarded. All other rewards, if applicable, are subject to expiration dates and separate terms and conditions which will be provided at the time of reward.

Referral Program Terms

Zax Rewardz offers a Referral Program for members who refer their friends to join Zax Rewardz. The more friends an existing member encourages to join, the more rewards that member can earn. Refer a friend to sign up for Zax Rewardz using your personalized referral code. After your friend signs up for Zax Rewardz using your personalized referral code and makes a minimum purchase of $0.50 using their account, you will receive a reward (subject to applicable terms). Limit: Maximum of five (5) referral rewards per Zax Rewardz member. Your friend’s purchase must be made using their Zax Rewardz account by ordering ahead at zaxbys.com or via the Zaxbys app, or by scanning the app in-store at time of purchase. It may take up to 48 hours after your friend’s eligible purchase for your rewards to appear in each of your accounts. Reward is chosen and can be modified at Zaxbys discretion. Must redeem reward prior to expiration date. Valid only at participating locations. Additional restrictions may apply; see the full offer terms for any reward you receive in your account on the Zaxbys app for details.

General Terms and Conditions

• When you join the Loyalty Program, you will be prompted to subscribe to receive certain program communications. You may edit your communications preferences at any time within your Loyalty Program account at www.zaxbys.com/account/communications. You may be automatically subscribed to receive certain communication via push notification.
• If you have questions regarding the Loyalty Program, please send an email to:
  Rewards@zaxbys.com
  .
• You are responsible for maintaining current contact information, including email address and/or mobile telephone number, as applicable, as this information will be used to contact you regarding your Loyalty Program activity.
• If Zaxbys terminates your Loyalty Program account or the Loyalty Program, or if you terminate your Loyalty Program account, you will forfeit any Points and rewards you have earned or received but not yet redeemed. If Zaxbys suspends your Loyalty Program account, you will forfeit any Points and rewards you have earned or received but not yet redeemed; Zaxbys may, however, in its discretion, choose to reinstate such Points and rewards (if such Points and rewards have not expired since the date of your suspension).

This Loyalty Program is sponsored by Zaxby’s National Marketing Fund, Inc., 1040 Founders Blvd., Athens, GA 30606.

17. PROMOTIONS.

Any sweepstakes, contest, survey, game or similar promotion made available through the Online Services may be governed by rules that are separate from these Terms of Use. If you participate in any promotion, please review the applicable rules or terms and conditions. If the rules or terms and conditions for a promotion conflict with these Terms of Use, the promotion rules will govern.

18. TEXT MESSAGING POLICY.

For Text Program Terms of Use, please see full terms here:

.

19. DISCLAIMER OF WARRANTIES.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE ONLINE SERVICES, MATERIALS, AND ANY PRODUCTS AND SUBMISSIONS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY; AND (B) ZAXBYS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES, THE MATERIALS, AND ANY PRODUCTS AND SUBMISSIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE) ARE MADE FOR THE BENEFIT OF BOTH ZAXBYS AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE FRANCHISEES, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

While we try to maintain the timeliness, integrity, and security of the Online Services, we do not guarantee that the Online Services are or will remain updated, complete, correct, or secure, or that access to the Online Services will be uninterrupted. The Online Services may include inaccuracies, errors, and materials that violate or conflict with these Terms of Use. Additionally, third parties may make unauthorized alterations to the Online Services. If you become aware of any such alteration, please contact us using the details under “Contact Us,” below, with a description of such alteration and its location on the Online Services.

20. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) ZAXBYS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, ZAXBYS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE ONLINE SERVICES (INCLUDING THE LOYALTY PROGRAM) OR FROM ANY PRODUCTS OR SUBMISSIONS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE ONLINE SERVICES OR ANY PRODUCTS OR SUBMISSIONS IS TO STOP USING THE ONLINE SERVICES; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF ZAXBYS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE THE GREATER OF THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO USE THE ONLINE SERVICES OR TEN (10) DOLLARS ($10.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE) ARE MADE FOR THE BENEFIT OF BOTH ZAXBYS AND THE AFFILIATED ENTITIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

21. INDEMNIFICATION.

To the fullest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Zaxbys and the Affiliated Entities, and their respective successors and assigns, from and against any and all claims, liabilities, demands, actions, causes of action, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to (i) your use of, or activities in connection with, the Online Services (including all Submissions); and (ii) any violation or alleged violation of these Terms of Use by you.

22. TERMINATION.

These Terms of Use are effective until terminated. Zaxbys may restrict, suspend, or terminate your use of the Online Services (including the Loyalty Program) and your account, if applicable, at any time and without prior notice, for any or no reason, including if we believe you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Upon any such suspension or termination, your right to use the Online Services will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password, and account, and all associated materials, without any obligation to provide any further access to such materials. All provisions of these Terms of Use that by their nature or terms must extend beyond termination of your use of the Online Services to be effective shall survive termination or expiration of these Terms of Use, including, but not limited to, Sections 3-11, 16, 18-26, and 28-30.

23. GOVERNING LAW, CLASS WAIVER & ARBITRATION.

These Terms of Use are governed by the laws of the United States (including federal arbitration law) and the State of Georgia, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT ZAXBYS AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY, OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS OF USE WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, as amended by these Terms of Use. The Consumer Arbitration Rules are available online at

. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow these Terms of Use and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms of Use, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms of Use will preclude you from bringing issues to the attention of federal, state, or local agencies, and, if the law allows, they can seek relief against us for you.

24. FILTERING.

We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying providers of such protections is available from

. We do not endorse any of the products or services listed on such site.

25. INFORMATION OR COMPLAINTS.

If you have a question or complaint regarding the Online Services, please send an e-mail to guestsupport@zaxbys.com. You may also contact us by writing to 1040 Founders Blvd, Athens, GA 30606, or by calling us at 1-866-892-9297. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by phone at (916) 445-1254 or (800) 952-5210.

26. COPYRIGHT INFRINGEMENT CLAIMS.

The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Online Services infringe your copyright, you (or your agent) may send us a written notice by mail or e-mail, requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See

for details. Notices and counter-notices must be sent in writing to our DMCA agent as follows: by mail to Lyndsey Street, 1040 Founder’s Blvd., Suite 100, Athens, Georgia 30606; or by e-mail to DMCA@zaxbys.com. Our DMC agent’s phone number is (706) 433-2282.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

27. CONTACT US.

Please do not hesitate to contact us if you have any questions regarding these Terms of Use, our Privacy Policy, or any other matter regarding our Online Services.

Zaxby’s Franchising LLC

Attn: Marketing Department

2002 Summit Blvd., NE

12th Floor

Atlanta, GA 30319

28. EXPORT CONTROLS.

You are responsible for complying with United States export controls and for any violation of such controls, including any U.S. 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.

29. MISCELLANEOUS.

These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and us. If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable from this agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms of Use without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms of Use without restriction. No waiver by either party of any breach or default under these Terms of Use will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is for convenience only and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms of Use shall be construed as if followed by the phrase “without limitation.” These Terms of Use constitute the entire agreement between you and us relating to the subject matter hereof and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you (including notices of changes to these Terms of Use) may be made via posting to the Online Services or by e-mail (including in each case via links) or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for any failure to fulfill any obligation due to any cause beyond our reasonable control.

30. APPLE-SPECIFIC TERMS.

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of a Zaxbys app compatible with the iOS operating system of Apple Inc. Apple is not a party to these Terms of Use and does not own and is not responsible for the app. Apple is not providing any warranty for the app except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the app and shall not be responsible for any other claims, losses, liabilities, damages, costs, or expenses with respect to the app, including any third-party product liability claims, claims that the app fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the app, including those pertaining to intellectual property rights, must be directed to Zaxbys in accordance with the “Contact Us” section above. The license you have been granted herein is limited to a non-transferable license to use the app on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the app may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs. In addition, you must comply with the terms of any third-party agreement applicable to you when using the app, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Use, and, upon your acceptance of these Terms of Use, will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary thereof; notwithstanding the foregoing, Zaxbys right to enter into, rescind, or terminate any variation, waiver, or settlement under these Terms of Use is not subject to the consent of any third party.