Togo’s Rewards Program
Terms and Conditions

(Updated May 24, 2021)

These Program Terms and Conditions (these “Program Terms”) set forth the terms and conditions applicable to the Togo’s Rewards Program (the “Program”). These Program Terms, as of their effective date, supersede and replace all prior Program terms and conditions. The Program is a promotional program of Togo’s Eateries, LLC (“Togo’s”). In these Program Terms, “you,” “your,” or “member” refer to the person who has successfully registered for the Program or who is an existing Program member.

Your registration for the Program and/or continued membership in the Program indicates your acceptance of and agreement to all of these Program Terms, including, without limitation the arbitration provision in Section 18 below. Be sure to check these Program Terms located at http://www.togos.com/rewards/terms-conditions/ periodically for updates, as your continued membership in the Program signifies your acceptance of these Program Terms as they exist from time to time, including, without limitation, any changed provisions.

You agree Togo’s may change, add, or eliminate the Program’s rewards or benefits, or participating locations; or change or end the Program or any feature of the Program; in whole or in part, at any time, and without notice or compensation, even though such actions may affect rewards in the Program or your participation in the Program.

You agree that Togo’s may provide notices, disclosures, amendments to, and replacements of, these Program Terms, and other information relating to the Program by electronic means, including posting such materials online at https://www.togos/com/rewards and/or http://www.togos.com/rewards/terms-conditions/.

1. Program Overview.

The Program is a membership loyalty program offered by Togo’s. As described below, the Program is a points-earning and rewards program that rewards members for making purchases, or participating in other qualifying activities (as may exist, if at all, from time to time) at participating Togo’s locations. Additionally, the Program offers members various promotional rewards (for example, a birthday reward), and may from time to time offer other promotional offers and incentives.

The Program is only valid at participating Togo’s locations, which may change from time to time in the sole discretion of Togo’s. Non-participating locations include, without limitation, non-participating franchisee locations, and certain restaurants in stadiums, airports, hospitals, hotels, college campuses, gas stations and military bases. The Program is valid only in the 50 United States and the District of Columbia.

2. Program Membership Qualifications; Registration.

Program Eligibility: To participate in the Program, including earning, receiving and redeeming points, rewards and offers, you must have a registered Program account in good standing with Togo’s. To be an eligible member in the Program, you must be (a) a resident of one (1) of the fifty (50) United States or the District of Columbia and at least thirteen (13) years of age, (b) have a valid email address and valid phone number that are each used only by you, and (c) represent only yourself as an individual (corporations, groups, and associations are not eligible to participate in the Program). Register for a Program account as described below. If you have already registered for the Program and desire to change your Program account member profile information, log into your Program account at https://togos.myguestaccount.com/guest/accountlogin or on the Togo’s App, and submit any desired changes. You are responsible for keeping your Program account information current. There is a limit of one (1) Program account per person/email address/phone number, and you agree that you will not participate in the Program under more than one (1) Program account. Note that because email and push notifications through the Togo’s App are the primary source of communication for the Program, if you do not provide us with (and update and maintain at all times) a valid email address to be associated with your Program account and accept Togo’s App push notifications, or if you elect to opt out of Program email communications or Togo’s App push notifications, your participation in and the value of the Program to you will be limited.

To register for the Program: Register for a Program account online at https://www.togos.myguestaccount.com/guest/enroll, or by using the Togo’s mobile application (the “Togo’s App”) which may be downloaded at Google Play or the App Store. Registration is free and you can terminate your Program account at any time. When registering, you must complete and submit all required registration information. Existing Program members with Program accounts in good standing as of December 3, 2020 are also eligible to participate in the Program using their existing Program accounts.

For help with registration or with your Program account, please contact the Togo’s customer support team by using the Contact Us feature at the Togo’s website at http://www.togos.com/contact-us/.

Your Program username and password, Program account and Togo’s Card (as defined below) (if any), are for your personal use only. You are responsible for maintaining the security and confidentiality of your Program username and password, Program account and profile information (including registered email address and phone number), and Togo’s Card (if any), and you agree to be responsible for all activities that occur with any of the foregoing or otherwise in connection with the Program. Neither Togo’s nor its service providers are responsible for use of any of the foregoing without your permission.
Togo’s Cards

Togo’s is discontinuing use of its physical gift cards with the Program as described below. Previously, a potential eligible Program member could register a physical Togo’s gift card (a “Togo’s Card”) at www.togos.com to register for a Program account, except for Togo’s Cards purchased prior to November 1, 2016. From and after December 3, 2020, registration of a Togo’s Card will no longer be used by Togo’s as a method of Program account registration (except for Togo’s Cards purchased on and after November 1, 2016 bearing copyright (©) dates of 2016-2019 on the card), and registration for a Program account must be completed online at www.togos.com or using the Togo’s App as described above. If you registered a Togo’s Card before December 3, 2020 (or otherwise as provided above) that is associated with your Program account, you may continue to use your Togo’s Card as permitted and provided in these Program Terms. Only one registered Togo’s Card (if used by a member in connection with the Program) per Program account/person.

3. Earning Program Points; Conversion of Points to Points Rewards; Redemption; Expiration.

Earning Program Points: Subject to these Program Terms, an eligible member whose Program account is in good standing may earn 1.00 point per one U.S. dollar ($1.00) spent on eligible purchases at participating Togo’s locations in the fifty (50) United States and the District of Columbia. Eligible purchases are limited to in-store purchases at participating Togo’s locations, and online and mobile “to go” and “catering” purchases from a participating Togo’s location through the Togo’s website at www.togos.com or the Togo’s App. Points are intended to appear in your Program account contemporaneously upon completion of an eligible purchase (and after the scheduled pick up time, or after delivery, if applicable); however, there may be a processing delay in posting of points, and Togo’s shall have no liability associated with the timing of posting of points. Completion of an eligible online or mobile purchase requires pick up of the associated order. Points are not earned on (and eligible purchases do not include) redemption and use of Points Rewards (as defined below) or Program Rewards (as defined below); past purchases; online or mobile orders which are not picked up; taxes, fees, charges or other assessments; tips; reversed or voided transactions, charitable and other donations; credit card fees or other charges; third party delivery fees or other charges; purchases of gift cards and gift certificates, or purchase or loading of stored value or gift card amounts; unauthorized or fraudulent charges; cancelled or returned orders; or incomplete or reversed payments, or chargebacks. Points are earned only on the actual amount paid by a member in a completed, eligible purchase (after any applicable discounts, offers and promotions, and before taxes and any fees). Points are earned on partial dollar purchases, and a partial dollar purchase amount will not be rounded up or down to the next dollar; for example, a $6.51 purchase would earn 6.51 points. Purchases at or for nonparticipating locations, or online/mobile other than through www.togos.com or the Togo’s App, or through third party delivery or catering companies (such as DoorDash, GrubHub, UberEats, etc.), are not eligible purchases and do not earn points. Points, if previously earned, will be deducted by Togo’s, in its sole discretion and without notice, for ineligible purchases, reversed or voided transactions, non-points earning activities, and other circumstances and corrections affecting an applicable transaction. Participating Togo’s locations are subject to change in Togo’s sole discretion without notice.

To earn rewards based on making eligible purchases (“Points Rewards”) (a) if making an in-store purchase, you must provide your Program account at the point of sale at a participating Togo’s location prior to completing your purchase using the Togo’s App (by providing the check in code on your Togo’s App), the phone number registered to your Program account, or your registered Togo’s Card (if any), or (b) if making an online or mobile purchase, you must log into your Program account at www.togos.com or on the Togo’s App and place your order through your Program account.

Points Rewards; Redemption; Expiration:
Subject to these Program Terms, beginning December 3, 2020, a Program member will receive one (1) ten dollar ($10.00) points reward for each one hundred (100) points accumulated by the member in the member’s Program account (a “Points Reward”). A member may earn up to a maximum of two hundred (200) points in any single day.

Once you have accumulated the required number of points to earn a Points Reward, those points will be removed by us from your Program account and converted to a Points Reward which will be posted in your Program account. A Points Reward is a credit for up to $10.00 to be used for an eligible purchase at or from a participating Togo’s location. Items excluded from an eligible purchase (as described above), and any remaining purchase price difference in a transaction in which a Points Reward is used, are the sole responsibility of a member, to be paid at the time of an eligible purchase. A Points Reward (including an unused balance) expires thirty (30) days after posting to your Program account, and if a Points Reward (including any unused balance) expires without full redemption, the associated points will not be reinstated to your Program account, nor will the Points Reward (or any unused balance) be subject to reissuance. Conversion of points and posting of Points Rewards will be on such schedule as determined by Togo’s, and Togo’s shall have no liability associated with timing of posting of Points Rewards. You may view your Points Rewards in your Program account online at https://togos.myguestaccount.com/guest/account-balance or on the Togo’s App, or by asking a sales representative at a participating Togo’s. A Points Reward may be used in multiple transactions; however the Points Reward must be redeemed in full prior to the Points Rewards’ respective expiration date.

You may only redeem a Points Reward in-store at a participating Togo’s location, or online at www.togos.com or by mobile using the Togo’s App to make a purchase from a participating Togo’s location. To redeem a Points Reward in-store, you must identify your Program account at the point of sale prior to completing your purchase using the App or the phone number registered to your Program account, or by using your registered Togo’s Card (if any). To redeem a Points Reward online or by mobile, you must log into your Program account at www.togos.com or on the Togo’s App, place your order, and select use of a Points Reward. Points Rewards will be applied and removed from your Program account in order of posting. Once made, a Points Reward selection is not subject to change, substitution or reversal by a member. Your Points Reward will be removed from your Program account at the time of use; provided, however, if you do not use the full amount of a Points Reward at the time of making an eligible purchase, the unused balance will continue to be available for use by you for another eligible purchase, subject to expiration of the Points Reward.

Points Rewards may not be used or combined with any other Points Rewards (except as provided below), Program Rewards (unless otherwise specified by Togo’s in an applicable Program Reward), or other offer, promotion, discounts, coupons or credits offered by Togo’s (“Other Promotions”). There is a maximum aggregate redemption limit of two (2) ten dollar ($10.00) Points Rewards per Program member in a single day (regardless of the number of visits or purchase transactions in such day).

Points and unused earned Points Rewards (if you have any) will be identified in your Program account accessible by logging into your Program account online at https://togos.myguestaccount.com/guest/account-balance or on the Togo’s App, or by asking a sales representative at a participating Togo’s location. Your points and Points Rewards shall be as reflected in our records, unless you can prove otherwise to our satisfaction.

Points and Points Rewards (a) have no cash value, (b) may not be redeemed or exchanged for cash or any cash equivalent, (c) may not be used to satisfy any requirement of any offer that requires you to purchase any item, (d) may not be substituted (except by Togo’s, in its sole discretion) and (e) are not transferable. You are not obligated to accept or use any Points Rewards.

4. Program Rewards; Expiration; Redemption.

An eligible member whose Program account is in good standing may receive the following Program rewards, which may be redeemed and are subject to expiration as described below.

New Member Reward. After successful completion of registration for a Program account as described above, Togo’s will post a one-time welcome reward to a new member’s Program account (a “New Member Reward”). A New Member Reward is a credit for a dollar amount specified by Togo’s to be used for an eligible purchase at or from a participating Togo’s location. A New Member Reward will be as posted to your account by Togo’s, and the dollar amount, expiration date and other details of the New Member Reward may vary from time to time as determined by Togo’s in its sole discretion based on your date of registration (for example, in October, 2020, a New Member Reward was a credit for up to $2.00 which expired fourteen (14) days after posting to a new member’s Program Account). Items excluded from an eligible purchase (as described above), and any remaining purchase price difference in a transaction in which a New Member Reward is used, are the sole responsibility of a member, to be paid at the time of an eligible purchase. A New Member Reward expires after the period of time specified by Togo’s after posting to a member’s Program account, and if a New Member Reward expires without redemption, it will not be subject to reissuance. A New Member Reward must be used in a single Transaction; a partial redemption of a New Member Reward is not permitted. The unused balance of a New Member Reward, and the full amount of any expired New Member Reward, is forfeited, for which no consideration will be given. Only one (1) New Member reward per person in the Program.

Birthday Reward. Togo’s will post a birthday reward (a “Birthday Reward”) to a member’s Program account one (1) time per year, on such schedule as determined by Togo’s. Birthday Rewards are not posted retroactively, and a member will not receive a Birthday Reward in a year if the member registers for a Program account less than fourteen (14) days prior to the member’s birthday; if the member registers for a Program account and has not made one (1) eligible purchase as recognized through the member’s Program account prior to the member’s birthday; after the member’s birthday; and/or after our schedule for posting Birthday Rewards for that birth date for such year. A Birthday Reward is a credit for up to $10.00 to be used for an eligible purchase of a sandwich (excluding Triple Dip sandwiches) at or from a participating Togo’s location. Items excluded from an eligible purchase (as described above), and any remaining purchase price difference in a transaction in which a Birthday Reward is used, are the sole responsibility of a member, to be paid at the time of an eligible purchase. A Birthday Reward expires fourteen (14) days after posting to a member’s Program account, and if a Birthday Reward expires without redemption, it will not be subject to reissuance. A Birthday Reward must be used in a single Transaction; a partial redemption of a Birthday Reward is not permitted. The unused balance of a Birthday Reward, and the full amount of any expired Birthday Reward, is forfeited, for which no consideration will be given. Subject to the foregoing, only one (1) Birthday Reward per person per year in the Program.

Promotional Offers. Togo’s may post certain promotional offers (“Promotional Offers”) to a member’s Program account from time to time. Promotional Offers will be subject to the terms and conditions of each respective Promotional Offer, including, without limitation, qualifying purchases, additional charges and taxes, additional limits on participating locations and/or redemption, and applicable expiration dates.

All Program Rewards.
You may only redeem New Member Rewards, Birthday Rewards and Promotional Offers (subject to any different redemption requirements and instructions stated in an applicable Promotional Offer) (collectively, “Program Rewards”) in-store at a participating Togo’s location, or online at www.togos.com or by mobile using the Togo’s App to make a purchase from a participating Togo’s location. To redeem a Program Reward in-store, you must identify your Program account at the point of sale prior to completing your purchase using the App or the phone number registered to your Program account, or by using your registered Togo’s Card (if any), and identify the applicable Program Reward to be used. To redeem a Program Reward online or by mobile, you must log into your Program account at www.togos.com or on the Togo’s App, place your order, and select use of the applicable Program Reward. Once made, a Program Reward selection is not subject to change, substitution or reversal by a member. Your Program Rewards will be removed from your Program account at the time of use.

Program Rewards may not be used or combined with any other Program Rewards (unless otherwise specified by Togo’s in an applicable Program Reward), Points Rewards, or other offer, promotion, discounts, coupons or credits offered by Togo’s.

Program Rewards (if any) will be identified in your Program account accessible by logging into your Program account online at https://togos.myguestaccount.com/guest/account-balance or on the Togo’s App, or by asking a sales representative at a participating Togo’s location. Your Program Rewards shall be as reflected in our records, unless you can prove to our satisfaction that our records are incorrect.
Program Rewards are subject to change, elimination or substitution at any time at Togo’s sole discretion without notice. Program Rewards (a) have no cash value, (b) may not be redeemed or exchanged for cash or any cash equivalent, (c) may not be used to satisfy any requirement of any offer that requires you to purchase any item, (d) may not be substituted (except by Togo’s, in its sole discretion) and (e) are not transferable. You are not obligated to accept or use any Program Rewards.

5. Contact Authorization.

You authorize Togo’s to contact you by email, postal mail, fax, telephone, prerecorded message, automated voice, text message, app notifications, or other means allowed by law with Program administrative or transactional information both during your participation in the Program and after your participation has ended. You agree that Togo’s may contact you at any address or telephone number (including a cellular telephone number that you give Togo’s), and use an automatic telephone dialing system, or prerecorded or artificial voice, or similar device to do so. You authorize Togo’s to monitor or record any conversation or other communication with Togo’s. You also authorize Togo’s to contact you by email, app notifications, or other means allowed by law about Togo’s (or its affiliates) related promotions, special offers, discounts, surveys or contests. Neither Togo’s nor its service providers are responsible for undeliverable, lost, returned or misdirected emails or other correspondence related to your Program account. You are responsible for keeping your Program account contact information current.

6. Disclaimers.

You may view your Program activity online at https://togos.myguestaccount.com/guest/account-balance or on the Togo’s App. Togo’s shall have no liability for any delays in posting of points, Points Rewards, Program Rewards, or Program activity.

Some Program options are only available if you use corresponding Program features.

Togo’s may conduct test Programs or features from time to time in certain markets which may have additional/different terms than those described in these Program Terms. Togo’s has no obligation to expand or continue any test or the Program, and may discontinue the Program at any time. Points Rewards and Program Rewards may not be capable of being earned or redeemed if technical difficulties arise. Togo’s has no responsibility to retroactively apply Program points, Points Rewards or Program Rewards. Togo’s is not responsible for undeliverable, lost, returned, or misdirected emails or other correspondence, or for use of your Program account, Togo’s Card (if applicable), Points Rewards or Program Rewards without your permission.

Togo’s is not responsible for: (a) incorrect or inaccurate transcription or posting of Program information, including points, transactions, Points Rewards and Program Rewards, (b) technical failures of any kind, including but not limited to the malfunctioning of any telephone, computer online systems, computer equipment, website, server provider, network, hardware, software or application; (c) the unavailability or inaccessibility of any website, application or service, including, without limitation, the Togo’s website or the Togo’s App; (d) unauthorized intervention in any part of the Program; (e) any injury or damage to persons or property, including but not limited to entrant’s computer, phone or other devices, which may be caused, directly or indirectly, in whole or in part, from entrant’s participation in the Program, or from viewing, playing, uploading or downloading any material to or from Togo’s website or applications; or (f) lost, stolen or expired points, Points Rewards or Program Rewards, none of which will be replaced.

7. Information We Collect and How We Use It.

See Togo’s Privacy Policy and Terms of Use, as amended from time to time, at http://www.togos.com/privacy-policy/ and http://www.togos.com/terms-of-use/.

8. Contact Togo’s

Please notify Togo’s immediately of unauthorized use of your Program account, or if your Togo’s Card is lost or stolen. If you need to update or verify your personal information, or to remove your personal information from a Togo’s active database (this will be completed as soon as reasonably possible, unless Togo’s needs to retain information for dispute resolution, troubleshooting or other valid legal or business reasons; please note that Togo’s will not remove your historical usage information), or if you have questions related to privacy, visit Togo’s website at www.togos.com. Additional contact information is as follows: Contact the Togo’s customer support team by using the Contact Us feature at the Togo’s website at http://www.togos.com/contact-us/ or email us at privacy@togos.com.

9. Program Account Termination.

You may terminate your Program account and membership at any time by contacting Togo’s customer support team using the Contact Us feature at the Togo’s website at http://www.togos.com/contact-us/. Togo’s reserves the right to terminate a member’s Program account at any time for actual or suspected violation of these Program Terms, fraudulent conduct, abuse of the Program, or inappropriate behavior, as determined by Togo’s in its sole discretion.

Upon termination of your Program account, all previously earned points, and/or unused Points Rewards and Program Rewards accrued in your Program account will be forfeited, for which no consideration will be given. Subsequent re-registration in the Program by the same member will be at a zero-point balance. Togo’s reserves the right to refuse re-registration to any terminated member based on previous actual or suspected fraudulent, abusive, or otherwise inappropriate behavior, as determined by Togo’s in its sole discretion.

Togo’s Program services provider (as such may change from time to time, as determined by Togo’s in its sole discretion) may utilize a single customer account for Program account and gift card accounts, and termination of your Program Account will not affect your gift card account.

10. Togo’s’ Remedies.

Togo’s reserves the right to seek all remedies available at law and in equity for violations of any of these Program Terms, including suspending or blocking your access to your Program account and/or Togo’s Card, as applicable, or terminating or suspending your participation in the Program.

11. No Representations, Warranties, or Conditions.

Togo’s, their respective affiliates, and their respective franchisees, suppliers and vendors (including, without limitation, technology developers and/or providers) make no representations, warranties or conditions of any kind, express or implied, with respect to the Program, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement, or any warranty arising by usage of trade, course of dealing or course of performance. Togo’s does not represent or warrant that the Togo’s App, Togo’s website, or, as applicable, your Togo’s Card will always be accessible or accepted or that your Program account will always be accessible.

12. Limitation of Liability.

In the event that Togo’s, any of its affiliates, or any of their respective franchisees, suppliers and/or vendors (including, without limitation, technology developers and providers) are found liable to you for any reason, you shall only be entitled to recover actual and direct damages, and such damages shall not exceed $100. Togo’s and its parents, subsidiaries and affiliates shall have no liability for any incidental, indirect or consequential damages (including without limitation loss of profit, revenue or use) arising out of or in any way connected with the Program, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, even if Togo’s or its authorized representatives have been advised of the possibility of such damages. In no event shall Togo’s or its affiliates have any liability for unauthorized access to, or alteration, theft or destruction of any of your Program account, Togo’s App or Togo’s Card through accident, misuse, or fraudulent means or devices by you or any third party, or as a result of any delay or mistake resulting from any circumstances beyond Togo’s reasonable control.

13. No Liability for Third-Party Partners.

Togo’s may engage third-party partner companies to provide certain Program, Points Rewards and Program Rewards services. Togo’s is not responsible, and assumes no liability, for the goods and services of such partner companies (including any changes to or discontinuances of such partner companies’ goods or services). NEITHER TOGO’S, ITS AFFILIATES, AND/OR THEIR RESPECTIVE FRANCHISEES, SUPPLIERS AND/OR VENDORS WILL BE LIABLE FOR ANY ACTS, ERRORS, OR OMISSIONS OF ANY THIRD PARTY OR PROGRAM PARTNER.

14. Restrictions of State Law.

The laws of certain states or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have rights in addition to those contained in these Program Terms. In any such jurisdiction, Togo’s liability is limited to the greatest extent permitted by applicable law.

15. Indemnification.

By participating in the Program, you agree to release Togo’s and all of its affiliates, parents, subsidiaries, franchisees, vendors and suppliers, and each of their officers, directors, employees and agents from any and all liability, loss or damage incurred through your participation in the Program including, but not limited to, the earning of points and Points Rewards, and the receipt, possession, redemption, use and/or misuse of any Points Reward or Program Reward.

16. Governing Law.

These Program Terms and any disputes arising under or related to them will be governed by United States federal law and the laws of the State of California, without reference to a state’s conflict of law principles.

17. Changes to these Program Terms.

Togo’s may amend or replace these Program Terms at any time. Togo’s will post the amended or replaced Program Terms to its website at http://www.togos.com/rewards/terms-conditions/. As permitted by applicable law, any amendment or replacement will become effective at the time Togo’s posts the amended or replaced Program Terms to its website. Your continued participation in the Program will constitute your acceptance to any amendment to or replacement of these Program Terms.

18. Arbitration.

Please review this provision carefully. It provides that any dispute may be resolved by binding arbitration. Arbitration replaces the right to go to court and the right to have a jury decide a dispute. Under this provision, your rights may be substantially limited in the event of a dispute. By accepting these Program Terms, you agree that either you or Togo’s, at Togo’s sole discretion, can choose to have any dispute arising out of or relating to Points Rewards, Program Rewards, the Program, these Program Terms, your Program account or your relationship with Togo’s resolved by confidential, binding arbitration. If arbitration is chosen by any party, neither you nor Togo’s will have the right to litigate that dispute in court or to have a jury trial on that dispute. Pre-arbitration discovery will be permitted only as allowed by the arbitration rules. In addition, you will not have the right to participate as a representative or member of any class of claimants pertaining to any dispute subject to arbitration. The arbitrator’s decision will generally be final and binding. Other rights that you would have in court may also not be available in arbitration. It is important that you read the entire Arbitration provision carefully before accepting the terms of these Program Terms.

For purposes of this Arbitration provision, “dispute” shall be construed as broadly as possible, and shall include any claim, dispute or controversy (whether in contract, regulatory, tort or otherwise, whether pre-existing, present or future and including constitutional, statutory, common law, intentional tort and equitable claims) arising from or relating to any of your Program account; your Togo’s Card; Points Rewards; Program Rewards; the Program or the operation or use thereof; the actions of yourself, Togo’s, or third parties; or the validity of these Program Terms or this Arbitration provision. It includes disputes brought as counterclaims, cross claims, or third-party claims. A party that has brought a dispute in a court may elect to arbitrate any other dispute that may be raised in that litigation. Disputes brought as part of a class action or other representative basis are subject to arbitration on an individual (non-class, non-representative) basis. IF YOU ACCEPT THESE PROGRAM TERMS, YOU WILL HAVE WAIVED YOUR RIGHT TO INDICATE OR PARTICIPATE IN A CLASS ACTION RELATED TO THESE PROGRAM TERMS AND RELATED MATTERS. In this Arbitration provision, the words “we,” “us,” and “our” shall include Togo’s and any assignees of Togo’s rights, as well as Togo’s and its assignees’ respective affiliates, parents, subsidiaries, franchisees, vendors, suppliers, and further assigns.

Any arbitration under this Arbitration provision shall be administered by the American Arbitration Association (“AAA”) under the rules applicable to the resolution of consumer disputes in effect when the dispute is filed. The arbitrator shall have no authority to hear any disputes on a class action or representative basis. Neither you nor Togo’s may consolidate or join the disputes of other persons who may have similar disputes into a single arbitration. You may obtain rules and forms by calling the AAA at 1-800-778-7879 or visiting www.adr.org. Any arbitration hearing that you attend will take place in the Federal judicial district where you reside. Togo’s will not elect arbitration of any dispute that is filed as an individual matter by you in a small claims or similar court, so long as the dispute is pending on an individual basis in that court.

A single, neutral arbitrator will decide any disputes. The arbitrator must be either a retired or former judge or a lawyer with no less than ten (10) years’ experience, selected in accordance with the AAA’s rules. The arbitrator will apply applicable substantive law consistent with the Federal Arbitration Act (“FAA”) and applicable statutes of limitations, will honor claims of privilege under applicable law, and will have the power to award to a party any damages or other relief provided under applicable law. Any party may choose to have a hearing and may choose to be represented by counsel. The arbitrator will issue an award in writing and, upon request, will provide a written explanation for the award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
The party initiating an arbitration must pay the AAA’s initial filing fee, although you can ask the AAA to waive the filing fee and we will consider your request that we pay the filing fee on your behalf. Togo’s will pay any subsequent administration fees imposed by the AAA, and Togo’s will pay the arbitrator’s fee for up to one day of hearings. All other fees will be allocated as provided by the AAA’s rules and applicable law. If you prevail in arbitration, Togo’s will reimburse you any fees paid to the AAA. However, even if Togo’s prevails, it will not seek reimbursement from you of any fees Togo’s paid to the AAA unless the arbitrator determines that your dispute was brought in bad faith. Each party shall bear its own costs of attorneys, experts, and witness fees, regardless of which party prevails in the arbitration. However, if applicable substantive law gives you the right to seek reimbursement of attorneys’ fees or other fees or costs, then that right shall also apply in the arbitration.

This Arbitration provision shall survive termination of your participation in the Program. This Arbitration provision is made in connection with interstate commerce, and shall be governed by the Federal Arbitration Act, 9 USC Sections 1 through 16. If any part of this Arbitration provision is determined to be void or unenforceable, then this entire Arbitration provision shall be considered null and void; however, it shall not affect the validity of the rest of these Program Terms.

19. Force Majeure.

Togo’s is not responsible or liable to you, or any person claiming through you, for failure to supply or fulfill an award, benefit or points in the Program in the event the Program or its operations are affected by any acts of god, any action, regulation, order, or request by any governmental or quasi-governmental entity, equipment failure, actual threatened terrorist acts, weather, natural phenomenon, pandemic, epidemic, public health matter, war (declared or undeclared), fire, embargo, labor dispute or strike, labor or material shortage, transportation, interruption of any kind, civil disturbance, insurrection, riot, or any laws, rules, regulations or orders or other action adopted or taken by any national, federal, state, or local government authority, or any other cause, whether or not specifically mentioned above.

20. Law Enforcement/Government Requests.

You agree that nothing contained in these Program Terms prevents Togo’s from complying with law enforcement or governmental requests or requirements relating to your participation in the Program or information provided to or gathered by Togo’s with respect to such participation.

21. Program Void.

The Program is void where prohibited or restricted by federal, state or local law. If any provision of these Program Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Program Terms, which will otherwise remain in full force and effect.

22. Entire Agreement.

These Program Terms constitute the entire and exclusive agreement between you and Togo’s with respect to the Program. These Program Terms supersede all prior or contemporaneous communications, agreements, advertising, descriptions, terms and conditions, and proposals, whether electronic, oral, or written, with respect to the Program or any other version of a member loyalty or rewards program from Togo’s or any Togo’s affiliate. Both you and Togo’s acknowledge that neither you nor Togo’s has been induced to enter into these Program Terms by any representations or promises not specifically stated in these Program Terms.

23. Precedence; Waiver; Interpretation.

If and to the extent that there is any conflict among or between the Program website (including the Program webpages), Togo’s App (including the Program app pages) or other Program marketing, promotion, communication or descriptive materials and these Program Terms, the language in these Program Terms will control. Togo’s failure to or decision not to enforce any provision in these Program Terms will not constitute a waiver of that or any other provision. The invalidity or unenforceability of any provision of these Program Terms will not affect the validity or enforceability of any other provision.