Version 09-01-2014

SUBWAY® App User Agreement

Thank you for downloading the SUBWAY® App! We want to make it easier for you to make mobile payments and related transactions and have developed a mobile payments service the "Service" as defined in section 4 below. This SUBWAY User Agreement ("Agreement") is a legal agreement between you ("you," "your") and Franchise World Headquarters, LLC, Doctor's Associates Inc., Subway Franchisee Advertising Fund Trust, Ltd., Paydiant, Inc. and Value Pay Services, LLC collectively referred to as ("SUBWAY GROUP" "we," "our" or "us"). This Agreement is divided into two parts. Part One describes the Service and explains your use of the Service. Part Two contains additional legal terms, including provisions that limit our liability to you and govern any potential legal dispute.

In order to use the Service, you must accept all of the terms of this Agreement.

    Part One:

    Terms Governing Use of the Service

  1. Software. The SUBWAY® Appsoftware is part of the Service. Among other things, the software enables you to access and use the Service. When you install the software, you will be asked to register or log-in with the username and password you used to establish a SUBWAY User Account on the SUBWAY-enabled website or mobile application. You must complete this and other processes in order to use the Service. You must install any and all software updates to continue to use the Service.
  2. SUBWAY User Account Registration. You must register a "SUBWAY User Account" in order to use the Service. Our registration process will ask you for certain information including your first and last names, email address, mobile number and password. You must provide accurate and complete information in response to our questions. You must also keep the information that you provide up-to-date.
  3. Compatible Mobile Devices and Third Party Carrier Fees. Your SUBWAY User Account permits you to make payment card transactions using a compatible mobile device. Devices modified contrary to the manufacturer's software or hardware guidelines, including but not limited to disabling hardware or software controls-sometimes referred to as "jailbreaking"-are not compatible mobile devices. You acknowledge that the use of a modified device to use the Service is expressly prohibited, constitutes a violation of the terms of this Agreement, and is grounds for termination of your SUBWAY User Account. SUBWAY GROUP does not warrant that the Service will be compatible with your mobile device. Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.
  4. Our Role. Our "Service" allows you to make payments through certain credit and debit card products, including most credit and debit card based payment products bearing the trademarks of American Express Inc., Discover Inc., MasterCard International Inc. and Visa Inc. (collectively, the "Networks"). SUBWAY GROUP offers the Service through a third-party Payments Platform, provided by Paydiant Inc. The SUBWAY GROUP and the Payments Platform are neither a bank nor a money services business, do not offer banking services and will not hold nor transmit any of your funds nor extend credit. By your acceptance of this Agreement, you authorize the SUBWAY GROUP and the Payments Platform to collect, analyze and relay information generated in connection with these payments. Transactions consummated through the Service are subject to the terms and conditions governing your Payment Card and to any agreements between you and the issuer of your Payment Card and not with SUBWAY GROUP or the Payments Platform.
  5. Accepted Cards. SUBWAY GROUP works with the SUBWAY® Card andmost US-issued credit, debit, pre-paid, or gift cards with a Visa, MasterCard, American Express, Discover, JCB or Diner's Club logo. We currently do not accept HSA (Health Savings Account) or EBT cards even if they have a Visa, MasterCard, American Express, or Discover logo on them. We may remove or add Cards that we accept at anytime without prior notice. We will only process Cards that receive an authorization from the applicable Network or card issuer. Note that some SUBWAY® restaurants may not accept all Card types, including American Express or Discover Cards.
  6. Remote Ordering

    Placing Orders. All products and services listed on the site are subject to availability, SUBWAY® restaurant participation,or may be limited in quantity. After your mobile order has been confirmed, your order will be ready for pickup in approximately 15 minutes after checkout.

    ORDER CHANGES. Changes to your confirmed mobile order WILL NOT BE ACCEPTED and your mobile order will be fulfilled as originally submitted and YOU WILL BE RESPONSIBLE FOR PAYMENT OF THE TOTAL AMOUNT OF SUCH MOBILE ORDER.

    CANCELING AN ORDER. Once your mobile order is confirmed, IT CANNOT BE CANCELED and YOU WILL BE RESPONSIBLE FOR PAYMENT OF THE TOTAL AMOUNT OF YOUR MOBILE ORDER.

    Disputes and Refunds. If you think there has been a billing, accounting, or ordering error, please contact http://www.subway.com/ContactUs/frmCustomerService.aspx as soon as possible. If a mobile order change or cancellation, or billing error entitles you to a refund, you agree to accept your refund in the form of a credit on the SUBWAY® Card or credit card used to place your original mobile order. Cash refunds will not be provided. If you are unhappy with the products or services you received from the selected SUBWAY® restaurant, please contact the SUBWAY® restaurant that fulfilled your mobile order directly.

  7. Applicable Network Rules. The Networks require that you comply with all applicable bylaws, rules, and regulations ("Network Rules"). The Networks have historically reserved the right to amend their rules and regulations. SUBWAY GROUP may be required to change this Agreement in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at usa.visa.com and www.mastercard.com.
  8. SUBWAY User Account History. When a mobile payment transaction is made using your SUBWAY User Account, we will update your SUBWAY User Account activity on the mobile site and provide you a transaction confirmation on your mobile device.The confirmation will serve as your receipt. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your SUBWAY User Account and your use of the Service, and (b) reconciling all transactional information that is associated with your SUBWAY User Account. If you believe that there is an error or unauthorized transaction activity is associated with your SUBWAY User Account, you agree to contact us immediately.
  9. Customer Service. We will provide customer service for any issues relating to operation of the SUBWAY® App. For all other issues except as required by law, you are solely responsible for contacting the merchant or card service provider for all customer service issues relating to your cards and/or purchases of goods including pricing, order fulfillment, order cancellation by you or the merchant or refunds and adjustments, rebates, functionality, technical support, and feedback concerning experiences with merchant and/or bank personnel, policies or processes. As between you and us, we are only responsible for customer service issues relating to any SUBWAY User Account, payment, card processing, debiting or crediting.
  10. Dormant SUBWAY User Accounts. If there is no activity in your SUBWAY User Account (including access to your account or payment transactions) for at least two (2) years, consecutively, we will automatically close your SUBWAY User Account and disable your access to SUBWAY User Account Service. You may contact our Customer Service at anytime to re-activate your suspended SUBWAY User Account and your account will be restored, including any un-used SUBWAY Card balance.
  11. Your Privacy. Your privacy is very important to the SUBWAY GROUP. Upon acceptance of this Agreement you confirm that you have read, understood and consent to the terms of the SUBWAY GROUP's Privacy Policy.
  12. Disclosures and Notices. You agree that SUBWAY GROUP can provide the Terms and Conditions and Privacy Policy (and revisions and amendments), payment authorizations, disclosures, notices required by law and any other matter relating to your SUBWAY User Account and your use of the Service to you electronically by posting it on our website, or emailing it to the email address listed in your SUBWAY User Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices are considered received by you within 24 hours of the time it was posted to our website, or emailed to you unless we receive notice that the email was not delivered.
  13. Advertising. Some of the features of the SUBWAY® App may display advertisements and promotions. In consideration for SUBWAY GROUP granting you access to and use of the Service, you agree that the SUBWAY GROUP may place such advertising on its website, in its SUBWAY® App and/or may send marketing messages to you from participating merchants or messages related to the service, including by SMS and using your email address. You will have the opportunity to opt-out of future communication within each communication.
  14. Security. We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.Please note that some jurisdictions do not allow such a limitation or exclusion of certain warranties and conditions, or the disclaimer of some types of damages, so some of the above may not apply to you.
  15. Suspension or Termination. We may terminate this Agreement and/or close your SUBWAY User Account for any reason or no reason at any time upon notice to you. Without limiting the foregoing, we may also suspend the Service and your access to your SUBWAY User Account if you (a) have violated the terms of the this Agreement, (b) pose an unacceptable fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
  16. Effect of Termination. We may, in our sole and absolute discretion without liability to you or any third party, terminate your use of the Service for any reason, including without limitation inactivity or violation of this Agreement or other policies we may establish from time to time. We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service. If your SUBWAY® App is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement and remain responsible for any transactions you have processed through use of the Service, (b) to immediately stop using the Service, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that the SUBWAY GROUP shall not be liable to you or any third party for termination of access to the Service or deletion of your information or account data.
  17. Your Right to Terminate. You may terminate this Agreementand your SUBWAY User Account by closing your SUBWAY User Account at any time and uninstalling the SUBWAY® App software on your mobile device.
  18. Part Two:

    Additional Legal Terms

  19. Your License. SUBWAY GROUP grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to make mobile payments for SUBWAY® menu orders in the United States of America and Canada. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by the SUBWAY GROUP. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, when SUBWAY GROUP makes these updates available.
  20. Restrictions. While we want you to enjoy the Service, you may not, nor may you permit any third party to do any of the following: (i) access or attempt to access SUBWAY GROUP systems, programs or data that are not made available for public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from SUBWAY GROUP; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.

    You may only use the Service to process payments or engage in transactions related to legitimate, bona fide sales of products or services. The Service may not be used to engage in a transaction or otherwise transfer money that is unrelated to the purchase of goods or services. The Service may not be used in connection with the sale or exchange of any illegal goods or services or any other illegal transaction.

    As part of the Service you may, at the sole and exclusive discretion of SUBWAY GROUP access the Service via a Wi-Fi access point provided by SUBWAY GROUP. If you are granted access via Wi-Fi other functions, applications, features or capabilities of your mobile device may be given access to the public internet via a non-secure, non-encrypted connection for which you will take sole and exclusive responsibility. In addition, you specifically agree that in using this access to the internet you agree not to use the Services:

    1. to transmit any information or written, graphic or photographic material that is unlawful, threatening, abusive, harassing, tortious, defamatory, obscene, pornographic, libelous, invasive of another's privacy, threatening, menacing, offensive, hateful or racially, ethnically or otherwise objectionable;
    2. to harm, or threaten to harm, minors in any way;
    3. to impersonate any person or entity or falsely state or otherwise misrepresent your identity or status or misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Services;
    4. to transmit any Material that infringes any patent, trademark, trade secret, copyright or other intellectual property, privacy, publicity or other rights of any third party;
    5. to interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
    6. to intentionally or unintentionally violate any applicable law, regulation or statute and any regulations having the force of law; or
    7. to "stalk" or otherwise harass, threaten, or violate the rights of others; or collect, store or process, or attempt to collect, store or process, personal data about third parties without their knowledge or consent;

  21. Ownership. The Service and associated software are licensed and not sold to you. SUBWAY GROUP and Paydiant Inc. the owner of the Payments Platform reserves all rights not expressly granted to you in this Agreement. The Service and associated software are protected by copyright, trade secret and other intellectual property laws.You acknowledge and agree that Paydiant Inc. owns or has the legal right to the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Payments Platform software and all copies thereof including U.S. Patent #:8,380,177 Mobile Phone Payment Processing Methods and Systems
    This Agreement does not grant you any rights to the trademarks or service marks of the SUBWAY GROUP, Paydiant Payments Platform or their respective licensors. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place the SUBWAY GROUP under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, the SUBWAY GROUP does not waive any rights to use similar or related ideas previously known to the SUBWAY GROUP or developed by its employees, or obtained from sources other than you.
  22. Indemnity. You will indemnify, defend and hold us, Paydiant's Payments Platform and our suppliers harmless (and our respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies or the Networks' rules; (b) your wrongful or improper use of the Service; (c) any transaction submitted by you through the Service (including without limitation the accuracy of any Product Information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (e) your violation of any law, rule or regulation of the United States of America or any other country; (f) any other party's access and/or use of the Service with your unique username, password or other appropriate security code
  23. Representation and Warranties. You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name (d) you will fulfill all of your obligations to each merchant, and/or financial institution for which you submit a transaction and will resolve any consumer dispute or complaint directly with that entity; (e) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (f) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service, and (g) your primary residence is located in the United States of America or Canada.
  24. No Warranties. The service is provided on an "AS IS" and "AS AVAILABLE" basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from SUBWAY GROUP or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, SUBWAY GROUP, its processors, its providers, its licensors (and their respective subsidiaries, affiliates, agents, directors, and employees) do not warrant that the content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your property or loss of data that results from such download. SUBWAY GROUP does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the service or any hyperlinked website or service, or featured in any banner or other advertising, and SUBWAY GROUP will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
  25. Limitation of Liability and Damages. To the maximum extent permitted by applicable law, IN NO EVENT shall SUBWAY GROUP, its processors, suppliers or its licensors (or their respective affiliates, agents, directors and employees) be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, inability to use, or unavailability of the service. Under no circumstances will SUBWAY GROUP be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your SUBWAY GROUP account or the information contained therein.

    To the maximum extent permitted by applicable law, SUBWAY GROUP and its processors (and their respective affiliates, agents, directors, and employees) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party.

    IN NO EVENT shall SUBWAY GROUP, its processors, agents, suppliers, or licensors (or their respective affiliates, agents, directors, and employees) be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount of fees earned by us in connection with your use of the service during the three (3) month period immediately preceding the event giving rise to the claim for liability. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if SUBWAY GROUP has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

    The Service is controlled and operated from its facilities in the United States. SUBWAY GROUP makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States or Canada.

  26. Governing Law & Dispute Resolution. Access to and use of the Service and this Agreement are governed by the laws of the State of Connecticut, United States of America, without giving effect to any conflicts of law or choice of laws principles or U.S. Federal Law. Any controversy or claim arising out of or relating to this Site or the breach of the Terms and Conditions shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association at a hearing to be held in Bridgeport, Connecticut in the United States of America or such other location in the State of Connecticut designated by the American Arbitration Association, and judgment upon an award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The commencement of arbitration proceedings by an aggrieved party to settle disputes arising out of or relating to this Site is a condition precedent to the commencement of legal action by either party. Each party will be responsible for their own costs in conjunction with the arbitration action. If either party commences action in any court prior to an arbitrator's final decision on the controversy or claim, then the party so commencing the action shall be responsible for all expenses incurred by the parties in the arbitration and the court proceedings whether or not they are the prevailing party. You hereby waive any and all jurisdictional and venue defenses that might otherwise be available. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that SUBWAY GROUP may have under trade secret, copyright, patent or other laws. SUBWAY GROUP's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
  27. Limitation on Time to Sue. Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty or right arising under this Agreement or by law must commence within one year after the cause of action accrues.
  28. Right to Amend. We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at www.subway.com or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
  29. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SUBWAY GROUP without restriction.
  30. Third Party Services and Links to Other Web Sites. You may be offered services, products and promotions provided by third parties and not by SUBWAY GROUP. If you decide to use these Third Party Services you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that SUBWAY GROUP is not responsible for the performance of these services. The SUBWAY® App may contain links to third party websites as a convenience to you. The inclusion of any website link does imply an approval, endorsement, or recommendation by SUBWAY GROUP. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. SUBWAY GROUP expressly disclaims any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website's own rules and policies.
  31. Modification of Terms of Service. We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the software or services with notice that we in our sole discretion deem to be reasonable in the circumstances, including notice on our website at www.subway.com or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement, and communicate to you. Any use of our software or services after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
  32. Other Provisions. Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you, SUBWAY GROUP and our Paydiant Payments Platform, with respect to the provision of payment services. In the event of a conflict between this Agreement and any other SUBWAY GROUP agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
  33. Survival. In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: 6, 10-16, 18-31.