Read these Terms of Use (this “Agreement”) for important information about our content and our Services (as defined below) THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION, JURY TRIAL WAIVER, AND A CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS. IN ARBITRATION, THERE IS NO JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. DETAILS ARE SET FORTH BELOW. PLEASE REVIEW CAREFULLY. # 1. THESE TERMS OF USE & YOUR USE OF THE ONLINE SERVICES. Please read this Agreement carefully and completely before using our Online Services or any services or goods provided through or in connection with our Online Services or by Zaxbys or one of our subsidiaries or affiliates.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. This Agreement also applies to your use of any goods, facilities, or services offered through [www.zaxbys.com](www.zaxbys.com) (the **“Site”**) (collectively **“Services”**), regardless of where or how they are accessed, including but not limited to via a desktop computer or mobile device. It is important that you read the entire Agreement carefully as some provisions affect your legal rights. The Agreement includes an agreement to resolve any disputes between you and us through binding arbitration, a class action waiver, as well as other important disclaimers, warranties, and limitations on liability. By accessing, browsing, or using the Services, you acknowledge that you have read, fully understand, and agree to the terms of this Agreement, as well as our Privacy Statement, including any future modifications to the Agreement that may be posted by or through the Site. You also acknowledge and 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. If you have entered the Agreement acting on behalf of a company, organization, governmental or other entity, you represent that you are authorized to do so and bind such entity to this Agreement. You represent that you will use the Services in compliance with this Agreement and all applicable local, state and federal laws, rules and regulations. # 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, 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), Spicy Honey BBQ (and design), Southern Sweet & Smoky (and design), Zalad, Zalads, Zax Pak, Zax Sauce, Spicy Zax, Sauce, That’s Saucy, Wooo Saucy Zaxbys (and design), Zaxby's (and design), Zaxby's Real Chicken (and design), Zestable Dip, Zax Kidz, Zuzy, LZ (and design).Friends. Family. Flavor., Zaxbys Fanz of Flavor, Nibblerz, Kidz Nibbler, The Zensation, Cravelicious, Guy on a Buffalo Wing, National Sauce Day, 12 Days of Saucemas, Saucenality, Saucetember, Southern TLC (and design), Spicy TLC, Southwest Chipotle Fillet Sandwich, The Chicken Sandwich War Ain’t Over Yet, The Chicken Sandwich War is Over, Zax Rewardz, Zaxbys Ice, Chicken/Heart (miscellaneous design), 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 Statement 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 STATEMENT. 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 [Privacy Statement](https://zaxbys.com/legal/privacy-statement). 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. If you do not complete this step, your account will not be activated, and you will have to begin the process again if you wish to join the Loyalty Program. **YOUR WIRELESS CARRIER’S STANDARD MESSAGE AND DATA RATES MAY APPLY.** The App may not work with all carriers or on all devices. The Loyalty Program consists of two tiers: Zax Rewardz and Sauce Boss VIP. You must earn a minimum of 3,000 Points during a calendar year to be eligible for and to remain in the Sauce Boss VIP tier. Once you reach the Sauce Boss VIP tier status, you will maintain that status through the end of the next calendar year. All points earned from and after January 1, 2026, will be counted towards your tier status. For example, if you earn 3,000 Points between January 1, 2026, and August 5, 2026, your Sauce Boss VIP tier status will begin on August 6, 2026, and continue through December 31, 2027. You will have from January 1, 2027, through December 31, 2027, to re-earn your status; if you do not, you will revert to the Zax Rewardz tier on January 1, 2028. If you are not eligible for the Sauce Boss VIP tier, you can still participate as a Zax Rewardz member. Both tiers of the Loyalty Program allow you to earn Points and redeem Points for discounts and other benefits. The Sauce Boss VIP tier provides advantages over the Zax Rewardz tier, including exclusive earning opportunities, upgrades, bonus points on digital orders, extra sauce, and other exciting offers. 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 three (3) transactions within any consecutive twenty-four (24)-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. If you are a Sauce Boss VIP, for every one dollar ($1.00 USD) that you spend through your account on digital orders, in addition to the ten (10) Points described above, you will receive an additional two (2) points, for a total of twelve (12) points for every one dollar ($1.00 USD) spend on digital orders. For example, if you are a Sauce Boss VIP and spend (a) $1.65 on a digital order, you will receive twenty-four (24) points or (b) $1.35 on a digital order, you will receive twelve (12) points. From time-to-time, we may offer opportunities to earn bonus points on eligible purchases including, but not limited to, double, triple, or other points multiplier offers (**“Bonus Points Offer”**) when using your Zax Rewardz account online, in-app, or with a QR code scan at the register. Eligible items and the applicable points multiplier will be noted in the Bonus Points Offer. Any ineligible item in the order will earn its standard point value unless otherwise stated. Any Bonus 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 Bonus 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, bonus points offers, additional/different reward options, and/or other savings. Sauce Boss VIP tier Loyalty Program Members will also receive exclusive offers and rewards available only to Sauce Boss VIPs. 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. As a courtesy and exception to the requirement that your Member account be linked at the time of purchase, we may allow customers to earn Points by uploading upto one (1) receipt for transactions that occur within any consecutive twenty-four (24)-hour transaction period. The receipt must be uploaded within forty-eight (48) hours of the transaction. 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. From time to time, we may offer Zax Rewardz members opportunities to participate in surveys or other customer engagement opportunities through which we may collect personal information, such as your name, email address, preferences or opinions. In exchange for participation, you may be offered a financial incentive, such as a discount or coupon. Any rewards offered will be described in the communication accompanying any such engagement opportunity. If you receive such opportunities but later change your mind about participating, please contact us at rewards@zaxbys.com. #### 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 opt out of promotional emails at any time by following the instructions in your email. 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](mailto: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., 2002 Summit Blvd., NE, 12th Floor, Atlanta, Georgia 30319. # 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: [Mobile Text Terms of Use](https://zaxbys.com/mobile-text-terms-of-use/). # 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. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 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. THE LIMITATIONS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF CERTAIN LIABILITIES SUCH AS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ZAXBYS’ LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. THIS PROVISION SHALL HAVE NO EFFECT ON ANY CHOICE OF LAW PROVISIONS SET FORTH IN THIS AGREEMENT. # 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, 18-27, and 29-32. # 23. GOVERNING LAW; JURISDICTION AND VENUE. This Agreement, your use of the Services, all transactions through the Site, and all related matters, are governed by, and construed in accordance with, 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 laws, except the Arbitration Agreement, which is governed by the laws outlined in the Dispute Resolution section of this Agreement, and regardless of your location. To the extent permitted by applicable law, a jurisdiction by, and venue in, the state and federal courts located in Oconee County, Georgia, and you consent to the personal jurisdiction of those courts and waive any objection to such venue. # 24. DISPUTE RESOLUTION, BINDING ARBITRATION; CLASS ACTION WAIVER AND WAIVER OF JURY TRIAL. PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT (THE “ARBITRATION AGREEMENT”). THIS SECTION MAY SIGNIFICANTLY AFFECT HOW CLAIMS YOU MAY HAVE AGAINST ZAXBYS, OR CLAIMS ZAXBYS MAY HAVE AGAINST YOU, WILL BE RESOLVED. THIS SECTION MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. THIS SECTION ALSO CONTAINS PROCEDURES FOR FINAL BINDING INDIVIDUAL ARBITRATION AND WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION (COLLECTIVELY, **“CLASS ACTION”**) IN ARBITRATION OR LITIGATION. THIS DISPUTE RESOLUTION SECTION ALSO ADDRESSES THAT YOU AND ZAXBYS ARE GIVING UP THE RIGHT TO HAVE A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND TO FILE OR PARTICIPATE IN A CLASS ACTION SUBJECT TO THE LIMITED EXCLUSION BELOW. IN ARBITRATION, DISPUTES ARE RESOLVED BY AN ARBITRATOR, NOT A JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. Most customer concerns can be resolved by contacting us as described in Section 26 of these Terms of Use. In the event Customer Service is unable to resolve a complaint to your satisfaction, this Section explains how any Dispute (as defined below) will be resolved. For purposes of this Section, the terms “Zaxbys,” “our,” “we,” or “us” include Zaxby's Franchising LLC, its subsidiaries or affiliates, as well as any of their respective present or future affiliates or subsidiaries, and any persons or entities (including agents, representatives, or employees) related to Zaxby’s or its present or future affiliates or subsidiaries. (a)**Arbitration Agreement.** YOU AND ZAXBYS AGREE THAT ALL DISPUTES (DEFINED BELOW) SHALL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL 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. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ELECT TO HAVE INDIVIDUAL CLAIMS HEARD IN SMALL CLAIMS COURT SO LONG AS THE MATTER REMAINS IN SUCH COURT AND IS NOT REMOVED OR APPEALED TO A COURT OF GENERAL JURISDICTION AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS ACTION BASIS). ANY DISPUTE OVER WHETHER CLAIMS QUALIFY FOR SMALL CLAIMS COURT IS FOR THE SMALL CLAIMS COURT TO DECIDE IN THE FIRST INSTANCE AND, IF NECESSARY, FOR A COURT OF COMPETENT JURISDICTION TO DECIDE. 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.** You and Zaxbys agree that the Terms of Use affect interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 _et seq._, and federal arbitration law apply to this Arbitration Agreement and govern all questions as to whether a Dispute is subject to arbitration. For the purposes of this Section, **“Dispute”** shall include, but is not limited to, any claims or controversies between you and Zaxbys that are related in any way to this Agreement, including, but not limited to, your use of the Site, sales, returns, refunds, cancellations, defects, policies, privacy, advertising, and/or any communication between you and Zaxbys that occur on the Site, even if the Dispute arises after the termination of your relationship with Zaxbys. The arbitrator shall decide all issues except for: (a) those that are specifically reserved for a court herein; (b) those issues relating to the scope, validity, and enforceability of the Arbitration agreement or any of the provisions of this Section; (c) any issues arising from or relating to the arbitrability of any Dispute; and (d) whether arbitration administrator cannot or will not administer the arbitration in accordance with this Arbitration Agreement – all of which are for a court of competent jurisdiction to decide. This Agreement and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. (b)**Mandatory Pre-Arbitration Informal Dispute Resolution.** You and Zaxbys agree that good-faith informal efforts to resolve Disputes often can result in a prompt, low-cost and mutually beneficial outcome. Therefore, you and Zaxbys agree to engage cooperatively to try and resolve any Dispute informally prior to you or Zaxbys initiating an arbitration proceeding. The party initiating the Dispute, whether it be you or Zaxbys, must first send a written notice to the other party providing a detailed description of the Dispute, including at least the following information: (1) the initiating party’s name and contact information (address, telephone number, email address, and account number if applicable); (2) sufficient information to enable you or Zaxbys to identify any transaction at issue (including any receipts or purchase details); (3) the nature and basis of the Dispute and any claims; and (4) the nature and basis of the relief sought (including a calculation of any damages). Your notice to us must be personally signed by you (and your attorney if you are represented by legal counsel). Our notice to you must be personally signed by a Zaxbys representative (and our attorney if we are represented by legal counsel). Your notice to Zaxbys must be sent to Zaxby’s Franchising LLC, Attn: Legal Department, 2002 Summit Blvd., NE, 12th Floor, Atlanta, GA 30319. Our notice to you must be sent to the most recent contact information that you have provided to us. The initiating party must allow the other party 60 days to respond and attempt to resolve the Dispute amicably before initiating an arbitration or other proceeding per the terms set forth below. For a period of 60 days from the date of receipt of a completed notice from the other party, you and we will work together using reasonable efforts to try to resolve the Dispute. If requested by us in connection with a notice initiated by you, you agree to personally participate in an individualized, telephone dispute resolution conference (and if you are represented by an attorney, your attorney may also participate) in a good-faith effort to resolve informally the Dispute. If requested by you in connection with a notice initiated by us, we agree to have a Zaxbys representative personally participate in an individualized, telephone dispute resolution conference (and if Zaxbys is represented by counsel, Zaxbys’ counsel may also participate) in a good-faith effort to resolve informally the Dispute. If the Dispute is not resolved within this 60-day period (which can be extended by agreement of the parties), you or we may commence arbitration consistent with the process set forth below. **Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating arbitration, and the arbitrator shall dismiss any arbitration demand filed before completion of this informal dispute resolution process. Any applicable limitations period (including statute of limitations) and filing fee deadlines shall be tolled while the parties engage in this informal dispute resolution.** If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed pending resolution of the issue. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration or the assessment or payment of arbitration fees. You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration. (c)**Arbitration Rules and Procedures; Individualized Relief; Fees.** To commence an arbitration proceeding, you must file an arbitration demand with the American Arbitration Association (“AAA”) and serve a courtesy copy to Zaxby’s Franchising LLC, Attn: Legal Department, 2002 Summit Blvd., NE, 12th Floor, Atlanta, GA 30319, or we must file an arbitration demand with the AAA and serve a courtesy copy on you at the most current address we have on file. The arbitration demand must be accompanied by a certification of completion of the informal dispute resolution process and a copy of the notice. The arbitration demand and certification must be personally signed by you or your attorney, if you are represented by legal counsel (if you are initiating arbitration) or by a Zaxbys’ representative or our attorney, if we are represented by legal counsel (if we are initiating arbitration). By filing an arbitration demand, the party and its attorney initiating the arbitration represent that to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (a) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (b) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (c) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator is expressly authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel. The arbitration will be administered by the AAA under its applicable rules, including the Consumer Arbitration Rules and/or the Mass Arbitration Supplementary Rules, as applicable (the “AAA Rules”), as modified by the Arbitration Agreement. The AAA Rules and fee information are available at **[https://www.adr.org/media/ofkbtyz2/mass-arbitration-supplementary-rules.pdf](https://www.adr.org/media/ofkbtyz2/mass-arbitration-supplementary-rules.pdf)**. If the AAA is unavailable or unwilling to administer the arbitration consistent with the AAA Rules as modified by this Arbitration Agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree on an administrator, they shall jointly petition a court of competent jurisdiction to appoint an administrator that will administer the arbitration consistent with the AAA Rules as modified by this Arbitration Agreement. Payment of all arbitration fees will be governed by the AAA Rules as modified by this Arbitration Agreement. Zaxbys will consider a request to reimburse the consumer filing fee upon a demonstration of hardship. You and we agree that the parties have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with the AAA regarding fees, and you and we agree that the parties (and your and our counsel, if you and we are represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties. The arbitration will be conducted by a single arbitrator who will apply this Agreement as a court would and will adjudicate any Dispute according to applicable law and facts based upon the record only. 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. The cost-shifting provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator after entry of an award. 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. UNLESS BOTH YOU AND WE AGREE OTHERWISE, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL BASIS. CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED JOINTLY OR BE CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. ADDITIONALLY, YOU AND ZAXBYS AGREE THAT THE ARBITRATOR MAY AWARD INDIVIDUAL RELIEF AVAILABLE IN COURT (INCLUDING, WITHOUT LIMITATION, DAMAGES, DECLARATORY, INJUNCTIVE, OR OTHER EQUITABLE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S PARTICULAR CLAIM. THE ARBITRATOR MAY NOT ISSUE A “PUBLIC INJUNCTION.” THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION HOLDS THAT THESE RESTRICTIONS ARE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR PUBLIC INJUNCTIVE RELIEF), AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE DECISION IS OTHERWISE FINAL), THE PARTIES AGREE THAT THE PARTICULAR CLAIM OR REQUEST FOR RELIEF MAY PROCEED IN A COURT OF COMPETENT JURISDICTION BUT SHALL BE STAYED PENDING ARBITRATION OF ALL REMAINING CLAIMS AND REQUESTS FOR RELIEF. (d)**Additional Procedures for Mass Filings.** You and Zaxbys agree that these procedures (in addition to all others provided in this Section) shall also apply if you choose to participate in a “Mass Filing” (defined below). Mass Filings shall be administered by AAA under its Mass Arbitration Supplementary Rules, as amended by these Terms of use. The AAA Mass Arbitration Supplementary Rules are available online at [https://adr.org/sites/default/files/Mass-Arbitration-Supplementary-Rules.pdf](https://adr.org/sites/default/files/Mass-Arbitration-Supplementary-Rules.pdf) If 25 or more similar Disputes (including yours) are asserted against Zaxbys by the same or coordinated counsel or are otherwise coordinated (“Mass Filing”), consistent with the definition and criteria of a “Mass Arbitration” set forth in the AAA Mass Arbitration Supplementary Rules, you understand and agree that by choosing to be part of a Mass Filing, these additional procedures shall apply, and the resolution of your Dispute might be delayed and ultimately proceed in court if not resolved through the process set forth below. The parties agree that throughout this process, their counsel shall meet and confer in an effort to informally resolve the Disputes, streamline procedures, address the informal exchange of information, modify the number of Disputes to be adjudicated and to promote efficiency, conservation of resources, and the resolution of claims. If your claim is part of a Mass Filing, any applicable limitations periods (including statutes of limitations) shall be tolled for your Dispute from the time that the Mass Filing is first submitted to AAA until your Dispute proceeds in arbitration or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this Section. **STAGE ONE:** Counsel for the claimants and counsel for Zaxbys shall each select 25 claims per side (50 claims total) to proceed as cases in individual arbitration proceedings as part of an initial staged process. Alternatively, either side’s counsel may elect to have their 25 cases selected randomly. The number of Disputes to be selected to proceed as part of this initial staged process can be increased by agreement of counsel for the parties (and if there are fewer than 100 Disputes, all shall proceed individually in Stage One). Each of the 50 (or fewer) cases shall be assigned to a different arbitrator and proceed in individual arbitrations. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If after this initial set of proceedings the parties are unable to informally resolve the remaining Disputes, they shall participate in a global mediation session with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and Zaxbys shall pay the mediator’s fee. **STAGE TWO:** If the remaining Disputes have not been resolved at the conclusion of Stage One, counsel for the claimants and counsel for Zaxbys shall each select 50 Disputes per side (100 claims total) to be filed and to proceed as cases in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agree to in writing following mediation or through continuing, good faith discussions. Alternatively, either side’s counsel may elect to have their 50 Disputes selected randomly. The number of Disputes to be selected to proceed as part of this second staged process can be increased by agreement of counsel for the parties (and if there are fewer than 200 Disputes, all shall proceed individually in Stage Two). No more than 3 cases may be assigned to a single arbitrator to proceed individually unless the parties agree otherwise. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage Two. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this second set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining Disputes with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two), and Zaxbys shall again pay the mediator’s fee. **Upon the completion of the global mediation session set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall be opted out of arbitration and may only proceed in a court of competent jurisdiction consistent with this Agreement. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of the remaining Disputes in individual arbitration proceedings consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel for the parties) or through another mutually-agreeable process.** A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Filings section of the Arbitration Agreement, including by enjoining the Mass Filing, the prosecution or administration of arbitrations, and the assessment or collection of arbitration fees. The Additional Procedures for Mass Filings section of the Arbitration Agreement and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that this section applies to your Dispute and is not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of this Agreement. (e)**Jury Trial Waiver; Class, Collective, and Representative Action Waiver.** TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ZAXBYS WAIVE THE RIGHT TO A JURY TRIAL. YOU AND ZAXBYS ALSO EXPRESSLY WAIVE THE RIGHT TO HAVE ANY DISPUTE, CLAIM, OR CONTROVERSY BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED AS A CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, AND/OR REPRESENTATIVE ACTION OR PROCEEDING, OR TO PARTICIPATE IN ANY SUCH ACTION OR PROCEEDING. AN ARBITRATOR SHALL NOT HAVE ANY AUTHORITY TO HEAR, ARBITRATE, OR ADMINISTER ANY CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED, AND/OR REPRESENTATIVE ACTION. AN ARBITRATOR MAY ONLY AWARD RELIEF TO THE INDIVIDUAL SEEKING RELIEF IN ARBITRATION AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S CLAIM, AND ANY RELIEF AWARDED CANNOT AFFECT OTHER ZAXBYS CUSTOMERS. THE ARBITRATOR MAY NOT ISSUE A “PUBLIC INJUNCTION.” THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THIS WAIVER DOES NOT PREVENT YOU OR ZAXBYS FROM PARTICIPATING IN A CLASS-WIDE, COLLECTIVE, AND/OR REPRESENTATIVE SETTLEMENT OF CLAIMS. (f)**Opt Out Procedures.** You have the right to opt out of arbitration by sending your personally signed, written notice of your decision to opt out to Zaxby’s Franchising LLC, Attn: Legal Department, 2002 Summit Blvd., NE, 12th Floor, Atlanta, GA 30319 within 60 days of the first time you agreed to Terms of Use with Zaxbys that included an arbitration agreement. Your opt-out notice must include: (a) your name and residential address; (b) the email address and/or telephone number associated with your account; and (c) a clear statement that you want to opt out of arbitration and seek to have any Dispute addressed in a court of competent jurisdiction consistent with these Terms of Use. By opting out of arbitration, all other provisions in these Terms of Use, including the class action waiver and jury trial waiver, remain in effect to the fullest extent permissible by applicable law. (g)**Severability and Survival.** Except as specifically provided in the Arbitration Agreement (e.g., the “Additional Procedures for Mass Filings” as defined below), if any part or parts of this Arbitration Agreement is/are found by a court of competent jurisdiction to be invalid or unenforceable as to your Dispute, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. THE DISPUTE RESOLUTION PROVISIONS AND ARBITRATION AGREEMENT SHALL SURVIVE THE TERMINATION OF THE TERMS OF USE. (h)**Future Changes to Arbitration Agreement.** If we make any future changes to this Arbitration Agreement (other than a change to our mailing address), you may reject any such change by sending your personally signed, written notice to the following address: Zaxby’s Franchising LLC, Attn: Legal Department, 2002 Summit Blvd., NE, 12th Floor, Atlanta, GA 30319, postmarked within 30 days of the change. Such written notice does not constitute an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with this version of the Arbitration Agreement. # 25. 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 **[https://www.commonsensemedia.org/articles/parents-ultimate-guide-to-parental-controls](https://www.commonsensemedia.org/articles/parents-ultimate-guide-to-parental-controls)** We do not endorse any of the products or services listed on such site. # 26. INFORMATION OR COMPLAINTS. If you have a question or complaint regarding the Online Services, please send an e-mail to [guestsupport@zaxbys.com](mailto:guestsupport@zaxbys.com). You may also contact us by writing to 2002 Summit Blvd., NE, 12th Floor, Atlanta, GA 30319, 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. # 27. 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**[http://www.copyright.gov/](http://www.copyright.gov/)**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. # 28. CONTACT US. Please do not hesitate to contact us if you have any questions regarding these Terms of Use, our Privacy Statement, or any other matter regarding our Online Services.

Zaxby's Franchising LLC
Attn: Marketing Department
2002 Summit Blvd., NE
12th Floor
Atlanta, GA 30319
[https://www.zaxbys.com/contact-us/](https://www.zaxbys.com/contact-us/)
# 29. 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. # 30. ENFORCEABILITY AND SEVERABILITY. If any provision of this Agreement is be found to be unlawful, void, or unenforceable, you agree that such provision shall be given effect to the greatest extent possible, including that it be modified to the greatest extent possible to render it enforceable with respect to the dispute at issue and to reflect the intent of the Agreement to the greatest extent possible, and all remaining provisions and the Agreement as a whole shall remain in full force and effect. # 31. 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. 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. # 32. 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.