These Terms of Use (“Terms”) govern your access to, and use of, the websites (each, a “Site” or “Website”), mobile applications, the mobile text program, and online services or programs (collectively, the “Services”) operated by or on behalf of the Chipotle Mexican Grill group of companies (“Chipotle”) and on which these Terms appear. These Terms are a legal and binding agreement between you and Chipotle. Your use of the Services indicates your acceptance of these terms, and any additional agreements incorporated herein by reference. Chipotle reserves the right in its sole discretion to modify or discontinue the Services, the Website or modify these Terms, in whole or in part, at any time and without advance or individual notice.  If we modify these Terms, we will revise the “last updated” date located at the top. If you continue to use the Website or the Services after any such change, you will be deemed to have read, understood, and agreed to them. Do not use the Services if you do not agree to be bound by these Terms, and any changes thereto.

Chipotle strives to ensure that the information and features contained on or offered through the Website, mobile app, mobile text program, or online services are accurate and reliable. However, Chipotle and the Services are not infallible, and errors may sometimes occur. Therefore, to the fullest extent permitted by applicable law, Chipotle makes no representations or warranties about the accuracy of the information or reliability of the features of the Services, the Chipotle Content (defined below), Submitted Content (defined below), or any other Service feature. You acknowledge that any reliance on such material and/or features will be at your own risk. Chipotle is not responsible for the information, data, text, or other materials that may appear in Submitted Content or may otherwise be submitted by users. Opinions expressed in Submitted Content do not necessarily reflect the opinions of Chipotle, and Chipotle does not endorse, and has no control over, Submitted Content. Submitted Content may or may not be reviewed by Chipotle prior to posting and Chipotle makes no representations or warranties, express or implied, as to the Submitted Content, including with respect to the accuracy and reliability of the Submitted Content. Chipotle makes no representations or warranties regarding the amount of time that any Chipotle Content or Submitted Content will be preserved.

The Services are provided on an “as is, as available” basis without any representation or warranty, express or implied, of any kind. To the fullest extent permitted by law, Chipotle hereby disclaims all representations and warranties of any kind or nature, including, but not limited to, the implied warranties of merchantability, accuracy, non-infringement, and fitness for any particular purpose. Chipotle disclaims any and all liability for the acts, omissions, and conduct of any third-party service providers, partners, sponsors, licensors, licensees, and the like (“Providers”) in connection with or related to your use of the Services and materials, programs, and features made available therein.

To the fullest extent permitted by applicable law, in no event shall Chipotle Entities , defined below, be liable to any person for damages of any kind under any legal theory, including, but not limited to, any direct, indirect, special, consequential, punitive, or other damages (lost profits, business interruption, or loss of information, programs, or data) resulting from your use or inability to use the Services, even if Chipotle has been advised of the possibility of such damages. Some jurisdictions may not permit the exclusion or limitation of certain damages and therefore such exclusions may not apply to you.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Chipotle, its parent, subsidiary and affiliated entities, their Providers, and all of their respective  officers, directors, employees, attorneys, and agents (collectively ”Chipotle Entities”),from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and expenses that arise directly or indirectly out of or from: (1) your breach of these Terms; and/or (2) your use of the Services and/or materials, programs, and features made available therein.

COMMUNICATING WITH CHIPOTLE

The Services may give you the ability to contact Chipotle by electronic mail, for example, to sign up for services such as e-mail notifications and newsletters about Chipotle’s products or to register for a particular sweepstakes or contest. The information that you provide to Chipotle through the Services is governed by Chipotle’s Privacy Policy.

CHIPOTLE PROPERTY

The Website and the Services, and all intellectual property, and intellectual property rights, title and interest contained therein, is and will remain the sole and exclusive property of Chipotle. Without limitation, this intellectual property includes many valuable trademarks owned and used by Chipotle throughout the world to distinguish Chipotle’s quality products and services, as well as all text, images, graphics, software, source code, apps, specifications, audio files, videos, works that form part of or contained on or made available through this Website and the Services (“Chipotle Content”). Chipotle Content is protected under national and international laws and, except where otherwise expressly noted herein, is not to be copied, distributed, displayed, exhibited, reproduced, made available, transmitted or otherwise exploited in any form, by any means, without the prior express written consent of Chipotle. Neither these Terms nor your use of the Chipotle Content conveys or will convey to you any right, title, or interest in or in relation to the Chipotle Content, except for the limited right to access and use the Website, Services and Chipotle Content that is granted to you in these Terms.

USER-SUBMITTED CONTENT

Certain areas of the Services enable you to post, display, publish or otherwise submit remarks, ideas, images, photos, suggestions, graphics, and/or other materials and content (“Submitted Content”). You acknowledge that you are responsible for the Submitted Content, and you, not Chipotle, have full responsibility for the Submitted Content, including its legality, reliability, appropriateness, originality, and copyright, trademark and other intellectual property ownership, privacy, and personality/publicity rights. You represent that the posting, displaying, publishing or use of your Submitted Content on or through the Website or Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, their privacy rights, personality/publicity rights, contract rights, copyrights, trademark and/or other intellectual property rights and that you have sought and obtained express permission from the holder of any such rights; you agree to pay for all royalties, fees, and any other monies owed by reason of Submitted Content you post, display, publish or otherwise submit. Further, you represent that by posting, displaying, publishing, or otherwise submitting Submitted Content on or through the Services, you understand and acknowledge that any materials, ideas, or other communications you transmit will not be treated as confidential and Chipotle is under no obligation to treat the Submitted Content as proprietary.

You agree that Chipotle is free to use the Submitted Content, and you grant Chipotle a sub-licensable, transferable, perpetual, nonexclusive, worldwide, royalty-free license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, edit, adapt, modify, and prepare derivative works of the Submitted Content. Subject to the license herein, you retain ownership of any copyrights or other intellectual property rights in the Submitted Content.

When submitting Submitted Content or otherwise using the Website and Services, you agree not to, without limitation: (i) attempt to gain unauthorized access to the Website or the Services; (ii) cause any damage or disruption to the Website or the Services; (iii) engage in conduct that invites criminal or civil liability; (iv) use false email addresses, impersonate another individual or entity;  (v) defame, harass, or threaten another individual, including without limitation, through the dissemination of unsolicited communications; (vi) alter another’s Submitted Content; and (vii) use any language that offends the standards of public decency as determined by Chipotle in its sole discretion.

ONLINE PURCHASES

To purchase food products, merchandise, or other items through the Services, you must provide valid payment card and billing information. Such information will be collected by Chipotle. Your information will be collected and used in accordance with Chipotle’s Privacy Policy. When you purchase items through the Services, prices will be made clear during the order process. You agree to pay the price that is stated at the time of your order, as well as any applicable taxes and fees. You also agree to have your payment card billed for the total amount displayed at check out. By purchasing items through the Services, you represent and warrant to Chipotle that you are capable of entering into a contract under the applicable law.

WEBSITE ACCESS

Chipotle hereby grants you permission to use the Services as set forth in these Terms, provided that: (i) your use of the Services as permitted is solely for your personal, noncommercial use; (ii) you will not copy, distribute, display, exhibit, reproduce, make available,  transmit or otherwise exploit any part of the Services in any medium without Chipotle’s prior written authorization; (iii) you will not alter or modify any part of the Services; and (iv) you will otherwise comply with these Terms.

In order to access some features of the Services, you will have to create an account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. Although Chipotle will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Chipotle or others due to such unauthorized use.

HYPERLINKS

The Services may link to sites not maintained by or related to Chipotle. Hypertext links are provided as a service to users and may or may not be sponsored by or affiliated with the Services or Chipotle. Chipotle may or may not review the sites hyperlinked to or from the Services and is not responsible for the content of any other site. These links are to be accessed at the user’s own risk. Chipotle makes no representations or warranties, express or implied, about the content, completeness, or accuracy of these links or the sites hyperlinked to or from the Services. Furthermore, Chipotle does not implicitly endorse third-party sites hyperlinked to or from this Website.

TEXT MESSAGING NOTICE

If you choose to participate in any Chipotle promotion that may involve the use of text messaging (either sending or receiving), standard text messaging rates will apply to each text message sent or received as provided in your wireless rate plan (contact your carrier for pricing plans and details).

MOBILE TERMS & CONDITIONS

MOBILE ALERTS

1. You must be 13 years of age or older to participate in the Chipotle mobile text program. Those who have not yet reached the age of majority in their province/territory of residence must have the consent of parent or legal guardian to participate.
2. By participating in the Chipotle mobile text program and signing up for mobile offers and text updates, you (or your parent / legal guardian, if applicable_ consent to receive future recurring automated marketing text messages to the mobile number provided from or on behalf of Chipotle. You also acknowledge that your agreement to receive these messages isn’t required as a condition of purchase.
3. Message and data rates may apply. All charges are billed by and payable to your mobile service provider. Chipotle does not charge you for sending or receiving text messages to 888222.
4. You can opt-out of the Chipotle mobile text program at any time by texting STOP to 888333 (Canada) or 888222 (U.S.). This is the exclusive method for opting out. After texting STOP to 888333 for Canada you will receive one additional message confirming that your request has been processed.
5. Chipotle reserves the right to remove subscribers from our messaging database at our discretion. For more information, reply “HELP” to 888333 (Canada) or 888222 (U.S.) or contact us here.
6. In the event that you change or deactivate your mobile number it is your responsibility to notify Chipotle here to have your number removed.
7. Chipotle will not be liable for any delays in the receipt of any SMS messages or undelivered messages. T-Mobile policies require that we specify that T-Mobile, also, will not be liable for any delays in the receipt of any SMS messages or undelivered messages.
8. Data obtained from you in connection with this SMS service may include your cell phone number, your carrier's name, the date, time and content of your messages and other information you provide to us as part of this service. We will only use this information to contact you to provide the services you expressly request from us.

VIOLATION OF THESE TERMS AND REMEDIES

You agree that Chipotle may, in its sole discretion and without prior notice, block and/or terminate your access to the Services if Chipotle determines that you have violated these Terms or other agreements or guidelines that may be associated therewith. You also agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice, and will cause irreparable and unquantifiable harm to Chipotle. You also agree that monetary damages would be inadequate for such harm and consent to Chipotle’s obtaining any injunctive or equitable relief that Chipotle deems necessary or appropriate. These remedies are in addition to any other remedies that Chipotle may have at law or in equity.

If Chipotle takes legal action against you as a result of your violation of these Terms, Chipotle will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Chipotle. You agree that Chipotle will not be liable to you or to any third party for termination of your access to the Services, mobile app, programs, and/or services as a result of any violation of these Terms.

GOVERNING LAW AND JURISDICTION

These Terms including all issues and questions concerning the construction, validity, interpretation, and enforceability of these Terms, or the rights and obligations of you or Chipotle in connection with your use of the Services or your Submitted Content, and with the exception of the arbitration provision below, shall be governed by, and construed in accordance with, the laws of the province of Nova Scotia, without giving effect to the conflict of laws rules thereof.

Subject to the arbitration provision below, any action or proceeding arising out of or relating to this Website and under these Terms will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

DISPUTE RESOLUTION, ARBITRATION CLAUSE AND CLASS ACTION WAIVER

To the extent permitted by applicable law, you agree that any claim or dispute at law or equity that has arisen or may arise relating in any way to or arising out of these Terms against Chipotle Entities will be resolved in accordance with the provisions set forth in this section. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED.

You agree that whenever you have a disagreement with Chipotle or any Chipotle Entity arising out of, connected to, or in any way related to these Terms, you will send a written notice to Chipotle (“Demand”). You agree that the requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted these Terms. You must send the Demand to the following address (the “Notice Address”): Chipotle Mexican Grill Canada Corp., ATTN: Legal Department, 900-1959 Upper Water St., Halifax NS B3J 2X2, Canada. You agree that you will not take any legal action, including filing a lawsuit or demanding arbitration, until 10 business days after you send a Demand. If the disagreement stated in the Demand is not resolved to your satisfaction within 10 business days after it is received, the Demand (1) will be resolved exclusively by arbitration, without right of appeal, administered by the American Arbitration Association (the “AAA”) and conducted by a sole arbitrator in accordance with the AAA Consumer Arbitration Rules (as may be amended) and as modified by the agreement to arbitrate in this section; (2) the arbitration will be held in Toronto, Ontario; (3) the arbitrator’s decision shall be controlled by these Terms and any of the other agreements referenced herein that the applicable user may have entered into; (4) this arbitration provision shall be governed by the law of the province of Nova Scotia; (5) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your individual claims; the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (6) the arbitrator shall not have the power to award punitive damages against you or any Chipotle Entity; (7) in the event that the administrative fees and deposits that must be paid to initiate arbitration against any Chipotle Entity exceed CAD $150, and you are unable (or not required under the rules of AAA) to pay any fees and deposits that exceed this amount, Chipotle agrees to pay them on your behalf, subject to ultimate allocation by the arbitrator; and (8) with the exception of subpart (5) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (5) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor any affected Chipotle Entity shall be entitled to arbitrate their dispute. If, for any reason, the AAA is unable or unwilling to conduct the arbitration, you may file your case with any generally recognized arbitral institution in Canada.

This arbitration provision limits the ability of you and Chipotle to litigate claims in court and you and Chipotle each agree to waive your respective rights to a jury trial or a provincial or federal judge. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms as a court would. You agree that you will not file any lawsuit against Chipotle in any provincial or federal court. You agree that if you do sue in provincial or federal court, and Chipotle brings a successful motion to compel arbitration, you must pay all fees and costs incurred by Chipotle in court, including reasonable attorney’s fees. 

CLASS ACTION WAIVER

To the extent permitted by applicable law, you agree that you will not file a class action or collective action against Chipotle, and that you will not participate in a class action or collective action against them. You agree that you will not join your claims to those of any other person.

MISCELLANEOUS

These Terms constitute the entire agreement between you and Chipotle and govern your use of the Services and supersede all prior or contemporaneous communications and proposals whether electronic, oral or written, between you and Chipotle with respect to the Services. Both you and Chipotle acknowledge and agree that no partnership is formed and neither you nor Chipotle has the power or the authority to obligate or bind the other.

The failure of Chipotle to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ original intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.

The failure of Chipotle to comply with these Terms for any reason, including without limitation, because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, provincial or local governmental authorities, or for any other reason beyond the reasonable control of Chipotle shall not be deemed a breach of this agreement. If Chipotle fails to act with respect to your breach or anyone else’s breach on any occasion, Chipotle is not waiving its right to act with respect to future or similar breaches.

The headings in these Terms are for your convenience and reference. These headings do not limit or affect this agreement.

If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

BINDING AGREEMENT

These Terms constitute a binding agreement between you and Chipotle, and are accepted by you upon your use of the Services. This agreement constitutes the entire agreement between you and Chipotle regarding the use of the Services and the features therein and supersedes and replaces any prior agreements between you and Chipotle regarding the use of the Services. By using the Services, you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms.

CONTACT US

If you have any questions or comments about these Terms or the Services, you may contact us here or by regular mail at:

Chipotle Mexican Grill Canada Corp.
900-1959 Upper Water St.,
Halifax NS B3J 2X2
Canada

You agree to indemnify, defend, and hold harmless Chipotle, its affiliates, its providers, and its officers, directors, employees, attorneys, and agents from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and expenses that arise directly or indirectly out of or from: (1) your breach of these Terms; and/or (2) your activities in connection with the Services and/or materials, programs, and features made available therein.

COMMUNICATING WITH CHIPOTLE

The Services may give you the ability to contact Chipotle by electronic mail, for example, to sign up for services such as e-mail notifications and newsletters about Chipotle’s products or to register for a particular sweepstakes or contest. The information that you provide to Chipotle through the Services is governed by Chipotle’s Privacy Policy.

CHIPOTLE PROPERTY

The Services contain many valuable trademarks owned and used by Chipotle throughout the world. These trademarks are used to distinguish Chipotle’s quality products and services. The text, graphics, and html code contained on this Website and throughout the Services are the exclusive property of Chipotle (“Chipotle Content”). Chipotle Content is protected from reproduction and simulation under national and international laws and, except where otherwise noted, is not to be copied, distributed, displayed, reproduced, or transmitted in any form, by any means, without the prior express written consent of Chipotle.

USER-SUBMITTED CONTENT

Certain areas of the Services be enable you to submit remarks, ideas, images, photos, suggestions, graphics, and/or other materials and content (“Submitted Content”). You acknowledge that you are responsible for whatever material you submit, and you, not Chipotle, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright. By posting, displaying, publishing, or otherwise submitting Submitted Content on or through the Services, you understand and acknowledge that any materials, ideas, or other communications you transmit will not be treated as confidential or proprietary. Furthermore, such Submitted Content will forever be the property of Chipotle and Chipotle is entitled to use the Submitted Content for any commercial or other purpose whatsoever without compensation to you.

ONLINE PURCHASES

To purchase food products, merchandise, or other items through the Services, you must provide valid payment card and billing information. Such information will be collected by Chipotle. Your information will be collected and used in accordance with Chipotle’s Privacy Policy. When you purchase items through the Services, prices will be made clear during the order process. You agree to pay the price that is stated at the time of your order, as well as any applicable taxes. You also agree to have your payment card billed for the total amount displayed at check out. By purchasing items through the Services, you represent and warrant to Chipotle that you are capable of entering into a contract under the applicable law.

WEBSITE ACCESS

Chipotle hereby grants you permission to use the Services as set forth in these Terms, provided that: (i) your use of the Services as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Services in any medium without Chipotle’s prior written authorization; (iii) you will not alter or modify any part of the Services other than as may be reasonably necessary to use the Services for their intended purpose; and (iv) you will otherwise comply with these Terms.

In order to access some features of the Services, you will have to create an account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. Although Chipotle will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Chipotle or others due to such unauthorized use.

HYPERLINKS

The Services may link to sites not maintained by or related to Chipotle. Hypertext links are provided as a service to users and are not necessarily sponsored by or affiliated with the Services or Chipotle. Chipotle has not necessarily reviewed the sites hyperlinked to or from the Services and is not responsible for the content of any other site. These links are to be accessed at the user’s own risk. Chipotle makes no representations or warranties about the content, completeness, or accuracy of these links or the sites hyperlinked to or from the Services. Furthermore, Chipotle does not implicitly endorse third-party sites hyperlinked to or from this Website.

TEXT MESSAGING NOTICE

If you choose to participate in any Chipotle promotion that may involve the use of text messaging (either sending or receiving), Chipotle will not charge you for the text messaging; however, standard text messaging rates will apply to each text message sent or received as provided in your wireless rate plan (contact your carrier for pricing plans and details).

MOBILE TERMS & CONDITIONS

MOBILE ALERTS

1. You must be 13 years of age or older to participate in the Chipotle mobile text program.
2. By participating in the Chipotle mobile text program and signing up for mobile offers and text updates, you consent to receive future recurring automated marketing text messages to the mobile number provided from or on behalf of Chipotle. You also acknowledge that your agreement to receive these messages isn’t required as a condition of purchase.
3. Message and data rates may apply. All charges are billed by and payable to your mobile service provider. Chipotle does not charge you for sending or receiving text messages to 888222.
4. If you would like to be removed from the Chipotle mobile text program, you must text STOP to 888222 (U.S.) or 888333 (Canada) to opt-out. This is the exclusive method for opting out. After texting STOP to 888222 you will receive one additional message confirming that your request has been processed.
5. Chipotle reserves the right to remove subscribers from our messaging database at our discretion. For more information, reply “HELP” to 888222 (U.S.) or 888333 (Canada) or contact us here.
6. In the event that you change or deactivate your mobile number it is your responsibility to notify Chipotle here to have your number removed.
7. Chipotle will not be liable for any delays in the receipt of any SMS messages or undelivered messages. T-Mobile policies require that we specify that T-Mobile, also, will not be liable for any delays in the receipt of any SMS messages or undelivered messages.
8. Data obtained from you in connection with this SMS service may include your cell phone number, your carrier's name, the date, time and content of your messages and other information you provide to us as part of this service. We may use this information to contact you and to provide the services you request from us.
9. These terms and conditions are subject to change at any time without notice.

VIOLATION OF THESE TERMS AND REMEDIES

You agree that Chipotle may, in its sole discretion and without prior notice, block and/or terminate your access to the Services if Chipotle determines that you have violated these Terms or other agreements or guidelines that may be associated therewith. You also agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice, and will cause irreparable and unquantifiable harm to Chipotle. You also agree that monetary damages would be inadequate for such harm and consent to Chipotle’s obtaining any injunctive or equitable relief that Chipotle deems necessary or appropriate. These remedies are in addition to any other remedies that Chipotle may have at law or in equity.

If Chipotle takes legal action against you as a result of your violation of these Terms, Chipotle will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Chipotle. You agree that Chipotle will not be liable to you or to any third party for termination of your access to the Services, mobile app, programs, and/or services as a result of any violation of these Terms.

GOVERNING LAW AND JURISDICTION

These Terms are governed by United States law and are subject to all applicable federal, state, and local laws and regulations. All issues and questions concerning the construction, validity, interpretation, and enforceability of these Terms, or the rights and obligations of you or Chipotle in connection with your use of the Services or your Submitted Content, shall be governed by, and construed in accordance with, the laws of the State of Colorado, without giving effect to the conflict of laws rules thereof.

DISPUTE RESOLUTION, ARBITRATION CLAUSE AND CLASS ACTION WAIVER

You agree that any claim or dispute at law or equity that has arisen or may arise relating in any way to or arising out of these Terms will be resolved in accordance with the provisions set forth in this Dispute Resolution section. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED.

You agree that whenever you have a disagreement with Chipotle arising out of, connected to, or in any way related to these Terms, you will send a written notice to Chipotle (“Demand”). You agree that the requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted these Terms. You must send the Demand to the following address (the “Notice Address”): Legal Department, Chipotle Mexican Grill c/o CMG Strategy Co., LLC, 1401 Wynkoop Street, Suite 500, Denver, CO 80202. You agree that you will not take any legal action, including filing a lawsuit or demanding arbitration, until 20 business days after you send a Demand. If the disagreement stated in the Demand is not resolved to your satisfaction within 10 business days after it is received, and you intend on taking legal action, you agree that you will file a demand for arbitration with the American Arbitration Association (the “Arbitrator”). This arbitration provision limits the ability of you and Chipotle to litigate claims in court and you and Chipotle each agree to waive your respective rights to a jury trial or a state or federal judge. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms as a court would. You agree that you will not file any lawsuit against Chipotle in any state or federal court. You agree that if you do sue in state or federal court, and Chipotle brings a successful motion to compel arbitration, you must pay all fees and costs incurred by Chipotle in court, including reasonable attorney’s fees. For any such filing of a demand for arbitration, you must effect proper service under the rules of the Arbitrator and notice to the Notice Address may not be sufficient. If, for any reason, the American Arbitration Association is unable to conduct the arbitration, you may file your case with any national arbitration company. The Arbitrator shall apply the AAA Consumer-Related Disputes Supplementary Procedure effective September 15, 2005 (as may be amended) and as modified by the agreement to arbitrate in this Dispute Resolution section. You agree that the Arbitrator will have sole and exclusive jurisdiction over any dispute you have with Chipotle. The Federal Arbitration Act allows for the enforcement of arbitration agreements and governs the interpretation and enforcement of the agreement to arbitrate.

You agree that you will not file a class action or collective action against Chipotle, and that you will not participate in a class action or collective action against them. You agree that you will not join your claims to those of any other person. Notwithstanding any other provision in these Terms, if this class action waiver is invalidated, then the agreement to arbitrate is null and void, as though it were never entered into, and any arbitration dispute at that time will be dismissed without prejudice and may be refiled in a court. Under no circumstances do you or Chipotle agree to class or collective procedures in arbitration or the joinder of claims in arbitration. Chipotle agrees that we will submit all disputes with you to arbitration before the Arbitrator.

MISCELLANEOUS

These Terms constitute the entire agreement between you and Chipotle and govern your use of the Services and supersede all prior or contemporaneous communications and proposals whether electronic, oral or written, between you and Chipotle with respect to the Services. Both you and Chipotle acknowledge and agree that no partnership is formed and neither you nor Chipotle has the power or the authority to obligate or bind the other.

The failure of Chipotle to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ original intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.

The failure of Chipotle to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state, or local governmental authorities, or for any other reason beyond the reasonable control of Chipotle shall not be deemed a breach of this agreement. If Chipotle fails to act with respect to your breach or anyone else’s breach on any occasion, Chipotle is not waiving its right to act with respect to future or similar breaches.

The headings in these Terms are for your convenience and reference. These headings do not limit or affect this agreement.

If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

BINDING AGREEMENT

These Terms constitute a binding agreement between you and Chipotle, and are accepted by you upon your use of the Services. This agreement constitutes the entire agreement between you and Chipotle regarding the use of the Services and the features therein and supersedes and replaces any prior agreements between you and Chipotle regarding the use of the Services. By using the Services, you represent that you are capable of entering into a binding agreement, and that you agree to be bound by these Terms.