CHIPOTLE REWARDS - TERMS AND CONDITIONS
(LAST UPDATED MAY 16, 2025)
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY REGISTERING FOR, RECEIVING, OR USING A CHIPOTLE REWARDS LOYALTY ACCOUNT OR OTHERWISE PARTICIPATING IN A CHIPOTLE REWARDS PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE DISPUTE RESOLUTION SECTION (INCLUDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, JURY TRIAL WAIVER, GOVERNING LAW, AND VENUE) INCLUDED BELOW, THAT AFFECT YOUR LEGAL RIGHTS, 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 REGISTER FOR, RECEIVE, OR USE A CHIPOTLE REWARDS LOYALTY ACCOUNT, OR OTHERWISE PARTICIPATE IN ANY CHIPOTLE REWARDS PROGRAM.
GENERAL APPLICATION OF TERMS; PRIVACY
These Terms and Conditions (the “Chipotle Rewards Terms”) apply to any access to and/or participation in the Chipotle rewards programs (“Chipotle Rewards”) which are operated by CMG Strategy Co., LLC, on behalf of the Chipotle Mexican Grill group of affiliated companies (collectively, “Chipotle”). Please read Chipotle’s online Terms of Use located at https://www.chipotle.com/terms-of-use, which are incorporated herein by this reference, before participating in Chipotle Rewards. Chipotle Rewards is deemed included in the definition of “Services” as that term is used in the Terms of Use. In the event there is a direct conflict or inconsistency between these Chipotle Rewards Terms and the Terms of Use, these Chipotle Rewards Terms will prevail, govern and control with respect to any aspect of Chipotle Rewards. These Chipotle Rewards Terms do not otherwise alter the terms or conditions of any other agreement you may have with Chipotle for other products and services, or the terms or conditions of any other promotional offers or programs conducted by Chipotle outside the context of Chipotle Rewards except as otherwise specifically provided herein. Information collected in connection with Chipotle Rewards is governed by the Chipotle Privacy Policy, which is expressly incorporated by reference. Please read the Chipotle Privacy Policy at privacy-policy carefully to understand how Chipotle collects, uses and discloses information about customers and how to update or change your personal information and/or the ways Chipotle communicates with you.
ELIGIBILITY
Chipotle Rewards 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 Rewards is also open to certain residents of Canada (excluding Quebec); for Canadian residents Chipotle Rewards is governed by separate Terms and Conditions available here. Chipotle Rewards and earned loyalty points are intended for personal use only. Commercial use is prohibited. Chipotle Rewards is not targeted toward, nor intended for use by, anyone under the age of 13. If you are age 13 through 17, you may participate in Chipotle Rewards only with the permission and under the supervision of a parent or legal guardian who has read these Chipotle Rewards Terms with you and agrees to be bound by them directly and on your behalf.
HOW CHIPOTLE REWARDS WORKS
Participants in Chipotle Rewards may accumulate loyalty “points” that entitle the participant to Chipotle Rewards benefits, or “Rewards,” at participating Chipotle restaurants in the 50 United States and Washington, D.C. Redemption of Rewards is subject to availability, and Rewards may not be redeemed in combination with other promotions, special offers, discounts, or coupons unless specifically allowed by the terms of a specific promotion. Loyalty points are awarded with each qualifying purchase in relation to the amount spent at participating Chipotle Mexican Grill restaurants in the United States and Washington, D.C. Purchases begin accumulating points upon the first presentation of a digital Chipotle Rewards account at the time of a qualifying purchase.
HOW TO ENROLL
To enroll in Chipotle Rewards and begin accumulating points: (i) participants who have not created an account through the website located at www.chipotle.com or the Chipotle mobile ordering app must first create an account and agree to participate in Chipotle Rewards, which may at the participant’s option include opting-in to receive marketing communications from Chipotle via e-mail or SMS or other text message communication; and (ii) participants who already have an account can join Chipotle Rewards by updating their Profile preferences. Participants are not required to opt-in to receive text messages or marketing communications via SMS in order to participate in Chipotle Rewards or as a condition of purchasing any goods or services. Participants who elect to opt-in acknowledge that Chipotle or its designee may send them commercial text messages using automated technology. Participants who elect to opt-in consent and agree to that type of contact. Wireless service providers may charge participants for each text message, including any error message, that is sent and received in connection with Chipotle Rewards. Participants should consult their wireless service provider’s pricing plan for details. Participants can opt out at any time.
Registration requires you to provide your first name, last name, password, email address (required in order to receive all eligible Rewards), mobile telephone number, birthday, and marketing preferences, and you may also be provided the opportunity to provide other information.
If you change your account country to one that is not located within the 50 United States or Washington, D.C., your Chipotle Rewards account will be deactivated. Once deactivated, you will no longer be able to accumulate points or receive or redeem Rewards under your Chipotle Rewards account. Previously credited points and Rewards may also expire as described below.
You may have only one Chipotle Rewards account registered to you, and additional accounts in your name or otherwise controlled by you may be deactivated by Chipotle in its sole discretion.
ACCUMULATING POINTS
You may accumulate points for any qualifying purchase made on and after your date of enrollment in Chipotle Rewards. To receive credit for a qualifying purchase and accumulate points, you must present your digital Chipotle Rewards account (i) at the point-of-sale at a participating U.S. Chipotle restaurant at the time of payment for a qualifying purchase transaction, or (ii) provided you are logged in to your account, at the time you place an order for a qualifying purchase (including a qualifying catering order) on Chipotle’s owned web ordering sites or via a Chipotle mobile ordering app. Points will not be awarded for online purchases if you order or check out as a guest and not via your Chipotle Rewards account. Chipotle reserves the right to retroactively award points not meeting these conditions in its sole discretion and only upon provision of a valid receipt by you regarding such purchase; however, points will not be awarded for (i) purchases occurring prior to your enrollment in Chipotle Rewards; or (ii) purchases made more than thirty (30) days prior to a request made to Chipotle for such credit. In no event will Chipotle retroactively award points to any Chipotle Rewards account for more than (i) two purchases on one transaction date; (ii) two purchases within one calendar week; or (iii) four purchases within one calendar month.
In order to accumulate points, qualifying purchases must be paid in cash, with a valid debit or credit card, or with a valid Chipotle gift card; purchases using other currency or promotional offers (such as Burrito Bucks or redemption of a Reward) will accrue points only for the amounts, if any, paid in cash. Each Chipotle Rewards participant account is limited to three qualifying purchases per day. Purchases of multiple menu items in a single transaction may count as no more than one qualifying purchase.
Some exclusions apply. For example, purchases of alcoholic beverages or Chipotle gift cards (including activations or reloads) do not accumulate points. Taxes, tips, donations, and fees, including, without limitation, delivery fees, bag fees, service fees, convenience fees, and recycling deposits, will also be excluded from a purchase total when computing qualifying purchases. Purchases at Chipotle restaurants outside of the United States and Washington, D.C., or at other restaurant concepts in which Chipotle has an interest, will not qualify toward accumulation of points, regardless of whether a Chipotle Rewards account is presented at the time of purchase.
If you void or cancel a qualifying purchase credited toward accumulation of points, Chipotle reserves the right to deduct the points associated with that purchase from your account.
REWARDS
Once a Chipotle Rewards participant accumulates the number of points needed for a Reward, the participant can redeem their points in the Rewards Exchange section of their account. Once points are redeemed, the corresponding Reward will be automatically added to the participant’s account if the Reward is a Chipotle menu item. Some Rewards will be added immediately, while others will be added within approximately 48 hours. When a Reward is added to a participant’s account or otherwise redeemed, the points associated with that Reward will be deducted from the account.
Rewards that consist of Chipotle menu items are valid at participating Chipotle restaurants in the United States, subject to availability. Chipotle may offer participants various other opportunities to use or redeem their points (e.g., for Chipotle Goods merchandise, or to allow a participant to indicate that they would like to surrender points to Chipotle in exchange for Chipotle making a donation to a specified charity). Points surrendered to Chipotle in exchange for Chipotle making a donation to a specified charity are not tax deductible. Additional terms and conditions, if any, that are particular to the opportunity will be provided in conjunction with the offer, but such opportunities will otherwise constitute a Reward that is governed by these Chipotle Rewards Terms. Once your points have been redeemed, they are gone, and there are no refunds, returns, or exchanges for additional points, cash, or other goods and services, even if you return the Reward or other item(s) that your points were redeemed toward.
Except as otherwise provided in these Chipotle Rewards Terms or in the terms communicated in conjunction with a particular Reward, Rewards expire if not used within 60 days after they have been added to a participant’s account. Redemption of Rewards is subject to availability of the selected Rewards at the time of redemption. A digital Reward code associated with a valid Chipotle Rewards account will be required to redeem any Reward.
Rewards may not be redeemed at Chipotle restaurants outside of the United States and Washington, D.C., or at other restaurant concepts in which Chipotle has an interest.
Rewards may be subject to additional terms, conditions, restrictions, or limitations, which may be disclosed in conjunction with the opportunity to redeem points for such Rewards, or added to these Chipotle Rewards Terms from time to time. An opt in or activation may be required for particular Rewards, as specified in the announcement of, and/or any terms and conditions for, such Rewards.
TRACKING YOUR ACCOUNT; POINTS EXPIRATION
Chipotle Rewards participants can view and track qualifying purchases and available Rewards by logging into participant’s account at order.chipotle.com/account/login or via the Chipotle mobile ordering app. Chipotle reserves the right to change the number of points required to earn Rewards and/or the benefits associated with one or more Rewards in its sole discretion at any time. Rewards points expire after 180 days of account inactivity (i.e., no qualifying purchases), unless sooner terminated as a result of an account being deactivated as provided herein.
SPECIAL OFFERS
Chipotle may from time to time in its sole discretion make available to participants in Chipotle Rewards the opportunity to earn additional points, bonus Rewards, and/or digital achievement “badges” or other program features, through special offers, challenges, bonuses, or other promotions. The terms, conditions, and benefits applicable to any such special offers will be determined by Chipotle in its sole discretion and communicated to participants in conjunction with any such offers. An opt-in or activation may be required to participate in some such special offers, as specified in the announcement of, and/or any terms and conditions for, such special offers. Because any terms and conditions associated with any such special offers may be different from or in addition to provisions of these Chipotle Rewards Terms, you should read any such terms and conditions carefully before participating. Bonus Rewards may be subject to an expiration time and date that may be soon after the bonus Reward is deposited in an account. Chipotle may discontinue or alter the terms of any Rewards program special offers at any time.
LIMITATIONS, RESTRICTIONS, AND OTHER TERMS
Your digital Chipotle Rewards card, ID number, scannable code or other identifier associated with the Chipotle Rewards account and any accumulated Rewards is personal to you and may not be sold, transferred, or assigned to, or shared with, family, friends, or others, or used by you for any commercial purpose. You may have only one Chipotle Rewards account.
Chipotle’s determinations of participant eligibility or any questions or disputes arising under the Chipotle Rewards Program, these Chipotle Rewards Terms, or any other Chipotle Rewards program rules or restrictions shall be final and binding and not subject to challenge or appeal. Other than as set forth in the Dispute Resolution section of these Chipotle Rewards Terms, nothing in these Chipotle Rewards Terms will limit Chipotle from exercising any legal or equitable rights or remedies that it may have.
Without notice to you, Chipotle reserves the right to suspend and/or terminate any Chipotle Rewards account and/or your participation in Chipotle Rewards if Chipotle determines in its sole discretion that you have violated these Chipotle Rewards Terms, you have more than one Chipotle Rewards account, or that the use of your Chipotle Rewards account is unauthorized, deceptive, fraudulent, unlawful, or intentionally subverts the purposes of these Chipotle Rewards Terms. Chipotle may, in its sole discretion, suspend, cancel, or combine accounts that appear to be duplicative. In the event that your participation in Chipotle Rewards is terminated, then all accumulated points and Rewards in your account are void.
There are no membership fees associated with Chipotle Rewards, although use of online services in conjunction with participation in Chipotle Rewards programs may result in data charges, internet access fees, or similar expenses. Points, Rewards, account status, and other benefits accumulated under the Chipotle Rewards program have no cash value and may not be redeemed for cash or sold, auctioned, bartered, brokered, purchased, transferred, assigned, or used to engage in any gambling activity. Any Rewards used or obtained in this manner by any person or entity may be confiscated or canceled.
There may be a limited number of a particular Reward available, and those Rewards will be delivered on a first-come, first-served basis. Chipotle reserves the right to modify, amend, or revise the Rewards that are made available. Participants may not rely on the continued availability of a particular Reward. The number of points required to redeem any Reward may be substantially increased, any Reward may be withdrawn, and restrictions on any Reward or its redemption may be imposed by Chipotle or the third party supplying the Reward. Physical Rewards will be shipped only to the United States address provided by the participant in their account and will not be shipped to any other person or address. Chipotle reserves the right to substitute Rewards of comparable or greater value if any redeemed Reward becomes unavailable for any reason. Unless otherwise specified at the time of redemption, physical Rewards will be fulfilled within six to eight weeks from date of redemption. Rewards pictured in point-of-sale, online, television and print advertising, promotional packaging, and other Chipotle Rewards materials are for illustrative purposes only. The actual Reward may vary from the Reward pictured.
Chipotle is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail as a result of technical problems or traffic congestion on the Internet or at any website, or any combination thereof, including, without limitation, any resulting error in computing qualifying purchases or any unavailability of Rewards, or any injury or damage to any participant’s or any other person’s computer or mobile device related to or resulting from participation in Chipotle Rewards. If, for any reason, the Chipotle Rewards program is not capable of running as planned, including due to errors of any kind or nature, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of Chipotle which corrupt or affect the administration, security, fairness, integrity, or proper conduct of any Chipotle Rewards program, Chipotle reserves the right in its sole discretion to cancel, terminate, modify, or suspend the Chipotle Rewards program or otherwise respond to the circumstances as Chipotle deems appropriate.
CHANGES TO CHIPOTLE REWARDS
Chipotle reserves the right to change, update and/or discontinue, in whole or in part, Chipotle Rewards or any portion of the program, all or any portion of these Chipotle Rewards Terms, and/or any policy, FAQ, guidelines or disclosures pertaining to Chipotle Rewards, at any time in its sole discretion and without advance notice to you or any other participants. Unless otherwise specified, any changes or modifications will be effective immediately upon posting the revisions to these Chipotle Rewards Terms, and you waive any right you may have to receive specific notice of such changes or modifications. If we change or modify the Chipotle Rewards Terms, we will revise the “last updated” date located at the top of these Chipotle Rewards Terms. If you continue to participate in the Chipotle Rewards program by earning points, redeeming points, logging into your account or otherwise participating in the program in any way after a change to these Chipotle Rewards Terms, you will be deemed to have read, understood and unconditionally consented and agreed to such changes; therefore, you should review these Chipotle Rewards Terms and applicable policies and FAQs frequently to understand the terms and conditions that apply to Chipotle Rewards. If you do not agree to the Chipotle Rewards Terms, you must stop participating in Chipotle Rewards.
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 Chipotle Rewards, points or any Reward, transactions that result in the earning or redemption of Chipotle Rewards points, your participation in any Chipotle Rewards program, these Chipotle Rewards 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 Chipotle Rewards 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 Chipotle Rewards 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 the Chipotle Rewards 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 Chipotle Rewards 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 the Chipotle Rewards 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 Rewards 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 Rewards 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 Chipotle Rewards 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 Chipotle Rewards 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 Chipotle Rewards 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 Chipotle Rewards 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 Chipotle Rewards 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 THE CHIPOTLE REWARDS PROGRAM, 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 A CHIPOTLE REWARDS PARTICIPANT PROVES THAT CHIPOTLE HAS IMPROPERLY DENIED SUCH PARTICIPANT ANY REWARD, THEN THE PARTICIPANT’S SOLE AND EXCLUSIVE REMEDY UNDER SUCH CIRCUMSTANCES WILL BE TO RECEIVE THE EQUIVALENT REWARD. PARTICIPANTS IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.
BY PARTICIPATING IN THE CHIPOTLE REWARDS PROGRAM, EACH CHIPOTLE REWARDS PARTICIPANT AGREES THAT ANY LEGAL, EQUITABLE OR OTHER CLAIM OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART OUT OF OR OTHERWISE RELATED TO THE CHIPOTLE REWARDS PROGRAM 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. EACH PARTICIPANT ACKNOWLEDGES AND AGREES 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.
SEVERABILITY AND SURVIVAL
Except as otherwise specifically provided herein, if any provision of these Chipotle Rewards 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 Chipotle Rewards 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.