PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING CHIPOTLE’S SERVICES (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS. DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS. THESE TERMS AFFECT YOUR LEGAL RIGHTS, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION SECTION (INCLUDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, JURY TRIAL WAIVER, GOVERNING LAW, AND VENUE) INCLUDED BELOW, AND ANY ADDITIONAL TERMS INCORPORATED HEREIN BY REFERENCE. IN ARBITRATION, THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.    

These Terms of Use (“Terms”) govern your access to, and use of, the websites (each, a “Site” or “Website”), mobile applications (each, an “App”), the mobile text program, third party messaging platforms, 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 and are subject to change at any time. Your use of the Services indicates your acceptance of these terms. Do not use the Services if you do not agree to be bound by these Terms.

Chipotle strives to ensure that the information contained on the Services is accurate and reliable. However, Chipotle and the Services are not infallible and errors may sometimes occur. Therefore, to the fullest extent permissible pursuant to the applicable law, Chipotle makes no representations about the 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 systems 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 is not necessarily reviewed by Chipotle prior to posting and Chipotle makes no warranties, express or implied, as to the Submitted Content or to the accuracy and reliability of the Submitted Content. Chipotle makes no representations 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 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.

In no event shall Chipotle or any of Chipotle’s Providers 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. Because some states do not permit the exclusion or limitation of certain damages, in such jurisdictions, liability is limited to the fullest extent permitted by such state law.

ELIGIBILITY

Creating a Chipotle account is open to legal residents of the 50 United States of America and Washington, D.C. who are 13 years of age or older. Chipotle accounts are intended for personal use only. Commercial use is prohibited. Chipotle accounts are not targeted toward, nor intended for use by, anyone under the age of 13. If you are age 13 through 17, you may create a Chipotle account only with the permission and under the supervision of a parent or legal guardian who has read these Terms with you and agrees to be bound by them directly and on your behalf.

INDEMNIFICATION

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 the Websites, the Apps 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

You may submit remarks, ideas, feedback, images, photos, suggestions, graphics, and/or other materials and content to us through the Services or through other communications channels (“Submitted Content”). You acknowledge that you are responsible for whatever material you submit to us, and you, not Chipotle, have full responsibility for all Submitted Content, including its legality, reliability, appropriateness, originality, copyright, and to ensure that you have the right to provide such Submitted Content to us for the purposes set out in these Terms. By posting, displaying, publishing, or otherwise submitting Submitted Content on or through the Services or otherwise, you understand and agree that any materials, ideas, or other communications you transmit will not be treated as confidential or proprietary with regard to you, but Chipotle reserves the right to treat any such Submitted Content as confidential or proprietary information to us. By submitting Submitted Content to us, you grant to us, free of charge, an irrevocable, perpetual, royalty-free, fully paid up, worldwide, transferable and sublicensable, non-exclusive license to create derivative works, distribute, reproduce, perform, display, and otherwise use or commercialize such Submitted Content and any intellectual property rights or proprietary information and ideas contained within any such Submitted Content. We are entitled to use the Submitted Content and any ideas, concepts, know-how, techniques or other intellectual property contained in any such Submitted Content for any purpose whatsoever, including but not limited to developing and marketing products and services using such Submitted Content without restriction and without notifying, attributing, or compensating you in any way. Please do not provide us with any Submitted Content for which you do not wish to grant us those rights.

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.

ACCESS TO THE SERVICES

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. Each time you log into your account you agree that we may send you security / identity verification related SMS text messages to the number provided in your account.

The Services are not intended to be accessed by any person who seeks or intends to access the Services for purposes of being a “tester” plaintiff or claimant, including individual consumers or attorneys (excluding government and law enforcement attorneys or investigators) who access the Services in order to investigate, evaluate, test, and/or assess the Service’s compliance with the consumer privacy laws and regulations, or the accessibility laws and regulations, of any country, state, federal, international, or other jurisdiction (including, for example, to test or examine whether the Services disclose data to third parties without proper disclosure or consent), or for the purpose of creating, establishing, or gathering evidence to support claims against Chipotle under such laws. Even if you are accessing Services for any other legitimate purpose besides being a “tester” plaintiff or claimant, you are NOT authorized or permitted to access or use the Services if one of the purposes for which you are accessing or using the Services is to investigate, evaluate, test, and/or assess compliance with any consumer privacy laws or regulations or to create, establish, or gather evidence to support claims against Chipotle under such laws. By accessing or using the Services and accepting these Terms, you agree that you are not accessing or using the Services for such purposes, and if you do access or use the Services for such unauthorized purposes despite our clear indication to you of your lack of authorization, you agree and acknowledge that (a) you have no reasonable expectation of privacy in connection with your access to or use of the Services, (b) you have consented to our disclosure of any data collected about you or your interaction with the Services to any third parties through cookies, pixels, tags, web beacons, java scripts, GET requests, and other technology, and (c) you hereby waive and release Chipotle from any liability for any claims related to invasion of privacy or violation of state or federal wiretapping laws or any consumer privacy laws and regulations in connection with your access to and use of the Services.

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 the Services.

TEXT MESSAGING NOTICE

If you choose to participate in any Chipotle promotion that may involve the use of text (SMS) 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 Chipotle’s 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 can text STOP to 888222 (U.S.) or 888333 (Canada) to opt-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 as a result of any violation of these Terms.

DISPUTE RESOLUTION – (INCLUDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, JURY TRIAL WAIVER, GOVERNING LAW, AND VENUE)

Please read this section carefully. It affects your legal rights. It provides for the resolution of most claims, disputes, or controversies that arise between you and the Chipotle Entities (defined below) through individual arbitration instead of in court. Arbitration is more informal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury, and discovery is more limited. Arbitration is final and binding and subject to only very limited review by a court. This section also contains a jury trial waiver, governing law and venue provisions, and a waiver of any and all rights to proceed in a class, collective, consolidated, private attorney general, or representative action in arbitration or litigation to the fullest extent permitted by applicable law. For purposes of this Dispute Resolution section, “we,” and “our” refer to the Chipotle Entities (defined below).

ARBITRATION AGREEMENT

You and Chipotle agree that any claim, dispute, or controversy (whether based in contract, tort, statute, fraud, or otherwise) between you and Chipotle, its past, present, and future parent, subsidiaries, or affiliated entities, or any of their respective officers, directors, employees or agents (all such individuals and entities individually or collectively referred to herein as the “Chipotle Entity” or “Chipotle Entities”) arising in whole or in part out of or relating in any way to the Services, these Terms, or your relationship with Chipotle, (“Dispute”) will be resolved in individual arbitration with limited exceptions in accordance with the provisions set forth below. Either you or we may elect to have a Dispute heard in small claims court so long as it proceeds individually and is not removed or appealed to a court of general jurisdiction. Whether a Dispute falls within the jurisdictional limits of small claims court is for a court of competent jurisdiction to decide unless you and we agree otherwise. Dispute shall be interpreted broadly and include, but not be limited to: (i) any claim, dispute, or controversy that arose before the existence of these or any prior version of these Terms (including, but not limited to, claims relating to advertising); (ii) any claim, dispute, or controversy that is currently the subject of purported class action litigation in which you are not a member of a certified class; and (iii) any claim, dispute, or controversy that may arise after termination of these Terms. Dispute, however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property. The arbitrator shall decide all issues except the following, which are for a court of competent jurisdiction to decide: (i) issues that are reserved for a court in these Terms; (ii) issues that relate to the scope, validity, and enforceability of the arbitration agreement, class action waiver, jury trial waiver, governing law and venue, or any of the provisions of this Dispute Resolution section; and (iii) issues that relate to the arbitrability of any Dispute. The Terms and this arbitration agreement do not prevent you from bringing a Dispute to the attention of any government agency. You and we agree that these Terms evidence a transaction in interstate commerce and that this arbitration agreement will be interpreted and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and federal arbitration law (not state arbitration law).

Mandatory Pre-Arbitration Informal Dispute Resolution: Should a Dispute arise between you and the Chipotle Entities, the party asserting the Dispute will first send written notice to the other party that includes all of the following information: (i) contact information (including name, address, email address, and telephone number); (ii) a detailed description of the nature and basis of the Dispute and any claims; (iii) a detailed description of the relief sought, including a good faith calculation for it; and (iv) information sufficient to identify any Chipotle account and transaction at issue (the “Notice”). The Notice must be personally signed by the party asserting the Dispute (and counsel, if represented). Your notice must be sent to Chipotle Legal Disputes, 610 Newport Center Drive, Suite 1100, Newport Beach, California, 92660 (the “Notice Address”). Our notice to you must be sent to the most recent contact information we have on file for you. For a period of sixty (60) days after receipt of a completed Notice (which can be extended by agreement of the parties), you and we agree to negotiate in good faith in an effort to informally resolve the Dispute. The party receiving the Notice may request a telephone settlement conference to aid in the resolution of the Dispute. If such a conference is requested, you and a Chipotle Entity representative will personally attend (with counsel, if represented). The conference will be scheduled for a mutually convenient time, which may be outside of the sixty (60)-day period. Compliance with this mandatory pre-arbitration informal dispute resolution process is required and a condition precedent to initiating arbitration. Any applicable limitations periods (including statutes of limitations) and filing fee deadlines will be tolled from the date of receipt of a completed Notice through the sixty (60)-day period (which can be extended by agreement of the parties). If the sufficiency of a Notice or compliance with this 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. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with this process in arbitration. You or we may commence arbitration only if the Dispute is not resolved through this process.

Arbitration Procedures: The arbitration shall be administered by the American Arbitration Association (the “AAA”) and conducted before a single, neutral arbitrator in accordance with the applicable AAA Rules, including applicable Supplementary Rules (“AAA Rules”), as modified by this arbitration agreement. The AAA Rules are available online at www.adr.org. You and we understand and agree that the AAA’s administrative determination to register this arbitration agreement means it comports with the Consumer Due Process Protocol and that this determination is final and neither a court nor an arbitrator has the authority to revisit it. If the AAA is unavailable or unwilling to administer the arbitration consistent with this arbitration agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree, they shall petition a court of competent jurisdiction to appoint an administrator that will do so. An arbitration demand must be accompanied by a certification of compliance with the mandatory pre-arbitration informal dispute resolution process and be personally signed by the party initiating arbitration (and counsel, if represented). If you are submitting an arbitration demand, you shall send it to the Notice Address referenced above and follow the AAA Rules for initiating arbitration. If we are submitting an arbitration demand, we shall send it to the most recent contact information we have on file for you and follow the AAA Rules for initiating arbitration. By submitting an arbitration demand, the party and counsel represent that, as in federal court, they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel. You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing unless the parties agree otherwise. Each party retains the right to request a hearing in any matter from the arbitrator. You and a Chipotle Entity representative will personally appear at any hearing (with counsel, if represented). Any in-person hearing will be held in the county or parish in which you reside or at another mutually agreed location. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the fullest extent permitted by applicable law, you and we agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both you and we agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. An arbitrator must follow and enforce these Terms as a court would. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such a claim or request for relief will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated. The arbitrator shall issue a reasoned written decision sufficient to explain essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered. An award shall have no preclusive effect in any other arbitration or proceeding in which you are not a named party.

Costs of Arbitration: Payment of arbitration fees will be governed by the AAA Rules. You and we agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or we (and counsel, if represented) may elect to engage with the AAA regarding arbitration fees, and you and we agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.

Additional Procedures for Mass Arbitration: You and we agree that these Additional Procedures for Mass Arbitration (in addition to the other provisions of this arbitration agreement) shall apply if you choose to participate in a Mass Arbitration. If, at any time, 25 or more claimants (including you) seek to file demands for arbitration raising similar claims against any Chipotle Entity with the same or coordinated counsel or are otherwise coordinated (“Mass Arbitration”), these provisions shall apply. You and we agree that throughout this process, the parties’ counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Arbitration and to engage with the AAA, including with a AAA Process Arbitrator, to address threshold administrative issues. You acknowledge and agree that by electing to participate in a Mass Arbitration, the adjudication of your Dispute might be delayed and ultimately proceed in court as set forth below. If your Dispute is part of a Mass Arbitration, any applicable limitations periods (including statutes of limitations) shall be tolled for your Dispute from the time that your Dispute is first submitted to the AAA until your Dispute is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this provision.

Stage One: Counsel for the claimants and counsel for the Chipotle Entity shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. The number of claims to be selected to proceed in Stage One can be increased by agreement of counsel for the parties (and if there are fewer than 50 claims, all shall proceed individually in Stage One). Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage One. After this initial set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining claims with a mediator jointly selected by counsel for the parties and we will pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for the Chipotle Entity shall each select 50 claims per side (100 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. The number of claims to be selected to proceed in Stage Two can be increased by agreement of counsel for the parties (and if there are fewer than 100 claims, all shall proceed individually in Stage Two). Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage Two. After this second set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining claims with a mediator jointly selected by counsel for the parties and we will pay the mediator’s fee.

Upon the completion of the mediation set forth in Stage Two, each remaining claim (if any) that is not settled or not withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of these Terms including the other provisions of this Dispute Resolution section. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of some or all of the remaining claims in individual arbitrations consistent with the process set forth in Stage Two (except claims shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually-agreeable process. Counsel for the parties may request that the Process Arbitrator address procedures to streamline the adjudication of additional claims in arbitration. A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Arbitration, including the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. You and we agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere Disputes between the parties. You and we acknowledge and agree to act in good faith to ensure the procedures set forth herein are followed.

The Additional Procedures for Mass Arbitration provision 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 the Additional Procedures for Mass Arbitration apply to your Dispute and are not enforceable (and any appeals have been exhausted), then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of these Terms, including the remaining provisions of this Dispute Resolution section.

Future Changes to Arbitration Agreement: If we make any future changes to this arbitration agreement (other than a change to our Notice Address), you may reject any such change by sending a personally signed, written letter to the Notice Address within thirty (30) calendar days of the changes with a clear statement that you wish to opt-out of changes to the arbitration agreement. 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 the Chipotle Entities in accordance with this version of the arbitration agreement.

CLASS ACTION WAIVER AND JURY TRIAL WAIVER

YOU AND WE EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN LITIGATION, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. YOU AND WE AGREE TO WAIVE ANY RIGHT TO BRING OR TO PARTICIPATE IN SUCH AN ACTION IN ARBITRATION OR IN COURT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE WAIVE THE RIGHT TO A JURY TRIAL.

GOVERNING LAW AND VENUE

Except with respect to the arbitration agreement (which is governed by the FAA and federal arbitration law as set forth above), these Terms are governed by the laws of the state of New York, without regard to New York conflict of laws rules. If the arbitration agreement is ever deemed unenforceable or void, or a dispute between the parties is not subject to arbitration, or for any issues reserved for a court in these Terms, you irrevocably consent to the exclusive jurisdiction of the federal and state courts encompassed by New York County, New York, and if a New York venue is not available, to the exclusive jurisdiction of the federal and state courts encompassed by New Castle County, Delaware. You waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to: (i) inconvenient forum or (ii) any other basis or any right to seek to transfer or change venue of any such action to another court.

LIMITATIONS ON LIABILITY/INCONTESTABILITY

UNDER NO CIRCUMSTANCES SHALL THE CHIPOTLE ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THESE TERMS, EVEN IF ANY OR ALL OF THE CHIPOTLE ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SUCH EXCLUSIONS MAY NOT APPLY TO YOU. IF YOU PROVE THAT CHIPOTLE HAS IMPROPERLY DENIED YOU USE OF OR ACCESS TO THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY UNDER SUCH CIRCUMSTANCES WILL BE TO RECEIVE THE EQUIVALENT ACCESS TO AND USE OF THE SERVICES. PARTICIPANTS IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.

BY ACCESSING AND USING THE SERVICES, YOU AGREE THAT ANY LEGAL, EQUITABLE OR OTHER CLAIM OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART OUT OF OR OTHERWISE RELATED TO THE SERVICES MUST BE NOTICED WITHIN ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED.  YOU ACKNOWLEDGE AND AGREE THAT THIS ONE (1)-YEAR CONTRACTUAL LIMITATIONS PERIOD IS NOT SUBJECT TO TOLLING AND MAY BE SHORTER THAN THE DEFAULT STATUTE OF LIMITATIONS THAT WOULD OTHERWISE APPLY.  AFTER SUCH ONE (1)-YEAR PERIOD, THE AFFECTED CLAIM OR CAUSE OF ACTION WILL BE DEEMED TIME BARRED AND WAIVED, AND THE ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE AFFECTED CLAIM OR ACTION IS BASED SHALL BE DEEMED INCONTESTABLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

MISCELLANEOUS

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. Except as otherwise specifically provided herein, if any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

In addition to such other provisions hereof which, by their terms, survive any termination or expiration of these Terms, the following sections shall survive termination: (i) Dispute Resolution (including Arbitration Agreement, Class Action Waiver and Jury Trial Waiver, Governing Law and Venue) and (ii) Limitations on Liability/Incontestability.

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 these Terms. 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 these Terms.

BINDING AGREEMENT

These Terms constitute a binding agreement between you and Chipotle, and are accepted by you upon your use of the Services. These Terms, the Privacy Policy, and if you are a Rewards member, the Rewards Terms, constitutes the entire agreement between you and Chipotle regarding the use of the Services and the features therein and supersede and replace any prior agreements between you and Chipotle regarding the use of the Services. By using the Services, you represent that you (or your parent or legal guardian on your behalf) are capable of entering into a binding agreement, and that you agree to be bound by these Terms.

Last Updated: August 13, 2025