TERMS OF USE

Date Last Modified: November 2011

We are so glad you are joining us on-line. We hope that you will join us for lunch or dinner soon.

Pei Wei Asian Diner, Inc. ("Pei Wei” or "we”) makes its website (www.peiwei.com), and other websites where we post the Terns of Use (collectively, "Website”), including all information, documents, communications, files, text, graphics, and audio/visual files on our Website (collectively, the "Pei Wei Materials”) available for your use subject to the Terms of Use set forth herein. The Terms of Use spell out what you can expect from us and what we expect from you when utilizing our Website. When visiting our Website, the Terms of Use should be read in conjunction with the Privacy Policy located on our Website.

1. Acceptance of Terms of Use and Non-Transferability.

By using our Website, you accept and agree to all terms, conditions and notices contained or referenced on the Website ("Terms of Use”). Please read these Terms of Use carefully. If you do not agree to the Terms of Use, do not use our Website. By accessing, using, or downloading in any way, without limitation, any Pei Wei Materials from our Website or merely browsing our Website, you agree to and are bound by these Terms of Use.

Pei Wei reserves the right to change the Terms of Use at any time, without prior notice to any Website visitor ("User”), so we suggest that you review the current Terms of Use at the start of each visit to the Website. If you breach any of the Terms of Use, your authorization to use our Website automatically terminates. A User's right to use our Website is not transferable.

2. Intellectual Property Rights.

A. Copyright Information and Personal and Non-Commercial Use Limitation.

All Pei Wei Materials and the compilation of all content included on our Website are owned or licensed by Pei Wei and protected by United States and international copyright laws. Pei Wei does not claim ownership of copyrights owned by third parties.

You have been granted a license to view and use the Pei Wei Materials subject to these Terms of Use. Unless otherwise specified, the Pei Wei Materials on our Website are for your personal and non-commercial use. You may not sell or modify Pei Wei Materials or reproduce, display publicly or otherwise use the Pei Wei Materials in any way for any public or commercial purpose. Permission to reprint or electronically reproduce any document or graphic, in whole or in part, for any other purpose is expressly prohibited without prior written consent from Pei Wei. Users may not provide copyrighted or other proprietary information to Pei Wei without permission from the owner of such material or rights. Users are solely responsible for obtaining such permission and for any damages resulting from unauthorized disclosures or infringement.

B. Notice and Procedure for Making Claims under the Digital Millennium Copyright Act.

The Digital Millennium Copyright Act ("DMCA”) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on our Website in a way that may constitute copyright infringement, you may provide notice of your claim to Pei Wei's designated agent listed below. For your notice to be effective, it must include the following information:

Pei Wei Asian Diner, Inc.
Attn: Legal Department
7676 East Pinnacle Peak Road
Scottsdale, AZ 85255
DMCA@pfcb.com
Fax: (480) 888-3002

If the person(s) who posted the original content sends us a counter notification, we will forward a copy of that notice to the person who filed the first notice and restore the material in question.

To file a counter notification with us, send us written notice by mail, fax or email. To expedite our process, please use the following format:

The designated agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Website. All other inquires to the designated agent will not be answered.

C. Trademarks.

Pei Wei owns United States and foreign trademarks for its services, including without limitation, Pei Wei®, Pei Wei Asian Diner® and East of Usual®. These and other Pei Wei logos and service marks are trademarks of Pei Wei and may not be used without prior written consent of Pei Wei. All other trademarks, product names, and company names and logos appearing on our Website are the property of their respective owners.

D. Contributions to our Website; Content and Submissions.

There may be opportunities to contribute to our Website. By using this Website, you agree that any information (except for gift card purchase information) you send to us or that you submit, post or display on our Website, is not confidential, including data, text, photos, videos, stories, articles, names (first and/or last, fiction or non-fiction), and other information, suggestions, ideas, comments or links you send to Pei Wei or any other third party using this Site ("User Material").

By submitting any solicited or unsolicited User Material using our Website, you grant Pei Wei an irrevocable and unrestricted license to use, modify, reproduce, transmit, display and distribute the User Material for any purpose whatsoever to the extent permitted by law.

By submitting User Material to our Website, you agree that you are the sole owner and copyright holder of photos, videos, stories, and information you submit; that these items do not infringe any intellectual property rights of any individual or entity, including the photographer who took the photos and/or videos you have submitted; and that these items do not contain any material that otherwise violates any law. You grant to Pei Wei, its employees, agents, personnel, assigns, licensees, successors in interest, and legal representatives, an irrevocable and perpetual and royalty free right to use your photos, videos, stories, and information and name (first name and/or last name or any fictional name you provided with your submission) or likeness, in all forms and in all media and in all manners, without any restriction or notice as to changes or alterations for any advertising, promotion, publicity, or any other lawful purposes. The User Material you submit may be altered for the purposes of proper publication by Pei Wei. You waive any claims you may have based on any usage of your photos, videos, stories, and information and release Pei Wei from any and all liability related to distribution, publication, and dissemination of these items, including publication on the Internet. You waive all moral or integrity rights with respect to the photos and/or videos you have submitted to Pei Wei. You acknowledge that Pei Wei is relying upon and would not use the User Material you submit in the absence of these terms. Pei Wei is not liable or responsible for any content provided by users at its Website and will not sell the rights in your photos, videos, stories, or information to any third party.

We may, at our sole discretion, remove User Material that we determine are unlawful, fraudulent, harassing, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, or infringes or violates any party's intellectual property or other proprietary rights. This includes comments concerning our competitors, vendors, business partners, service providers, associates, and affiliates. Pei Wei is not liable or responsible for any User Material provided by its Users or other third parties for use on our Website. Contributions to our Website by third parties do not necessarily represent the view or opinions of Pei Wei. Pei Wei may not preview User Material before it appears on our Website. Users can be held liable for any illegal or prohibited user content they provide to this Website, including among other things, infringing, defamatory or offensive materials. If you discover this kind of material on our Website, please promptly notify us at privacy@pfcb.com so that we may investigate and take appropriate action.

E. Linking.

If you have a website and wish to establish temporary or permanent links from your website to our Website, you must link to our homepage only. If you would like to link to another location within our Website you will need to receive written permission from us.

3. Privacy and Protection of Personal Information.

Pei Wei respects the privacy of visitors to our Website. Please see Pei Wei's Privacy Policy relating to the collection and use of your information. User acknowledges and agrees that this Privacy Policy, including but not limited to the manner in which Pei Wei collects, uses and discloses User's personally identifiable information, is incorporated and made part of these Terms of Use. If User does not agree to each and every part of Pei Wei's Privacy Policy, then User should not use our Website or submit any personally identifiable information through our Website. Questions regarding privacy issues should be directed to Pei Wei via e-mail at privacy@pfcb.com.

4. Disclaimer of Warranties and Limitation of Liability.

User expressly agrees that use of our Website is at User's sole risk. Neither Pei Wei, nor its affiliates, nor any of their officers, directors, or employees, agents, third-party content providers, merchants, sponsors, licensors (collectively, "Providers”), or the like, warrant that websites affiliated with Pei Wei, including but not limited to our Website, will be uninterrupted, error-free, or free of viruses, worms, Trojan horses, keyboard loggers, spyware, adware, malware, harmful or malicious code, or other defects. The information, products and services published on our Website may contain inaccuracies or typographical errors. The Providers make no warranty as to the results that may be obtained from the use of our Website or as to the accuracy, reliability, or currency of any information content, service, or merchandise provided through our Website. From time to time the prices of our food in our restaurants may be higher or lower than those prices on our Website. In that event, the prices on our menus at each restaurant location will govern the price you will pay.

A. Disclaimer of Warranties.

OUR WEBSITE IS PROVIDED BY PEI WEI ON AN "AS IS” AND "AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, PEI WEI AND THE PROVIDERS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED AND STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

PEI WEI AND THE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR WEBSITE, SECURITY OF OUR WEBSITE, THE AVAILABILITY OF ANY GOODS OR SERVICES OFFERED ON OR THROUGH OUR WEBSITE, INCLUDING E-MAIL, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS, INCLUDED ON OUR WEBSITE. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

B. Limitation of Liability.

PEI WEI AND THE PROVIDERS DO NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR WEBSITE OR ANY RELATED SERVICES. THE OPERATION OF OUR WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF PEI WEI.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT PEI WEI AND THE PROVIDERS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OR INABILITY TO USE OUR WEBSITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF PEI WEI OR ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

THE LIMITATION OF THIS SECTION SHALL APPLY NOTWITHSTANDING ANY RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM OUR WEBSITE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES OR OTHER MALICIOUS CODE, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO PEI WEI'S RECORDS, PROGRAMS, OR SERVICES, AND WHETHER OR NOT PEI WEI AND THE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH OUR WEBSITE.

SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PEI WEI GOODS OR SERVICES, FROM INABILITY TO USE THE PEI WEI GOODS OR SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PEI WEI SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

If you are dissatisfied with any portion of our Website, your sole and exclusive remedy is to discontinue your use of our Website.

5. Third Party Links.

Our Website may contain several links to other websites and may forward Users to other websites within the same Internet browser window. These websites are not under the control of Pei Wei, and the existence of a link on our Website does not imply any endorsement of the linked websites by Pei Wei or any affiliation between Pei Wei and the owners of the linked websites. Pei Wei makes no warranties or representations, and disclaims all liability, relating to the accuracy, content, terms of use, privacy policies, products, services, legality, reliability, viewpoint, accuracy, currency, decency, or any other aspect of the linked websites. You agree that Pei Wei has no responsibility to you with respect to such material. Pei Wei encourages you to examine the privacy policies and/or terms of use policies of any third party website.

6. Online Conduct.

The User agrees to use our Website and any e-mail services provided through our Website only for lawful purposes. Unacceptable uses of our Website include without limitation: (i) engaging in any illegal activity or the planning of any illegal activity; (ii) disseminating or transmitting statements or material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (iii) creating, disseminating or transmitting files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, publicity or other intellectual property rights of any person; (iv) creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication; (v) exporting, re-exporting or permitting the downloading of any message, software or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (vi) interfering, disrupting or attempting to gain unauthorized access to other accounts on our Websites or any other computer network; (vii) disseminating or transmitting viruses, worms, Trojan horses, RATs, keyboard loggers, time bombs, spyware, adware, cancelbots or any other malicious or invasive code or program; or (viii) engaging in any other activity deemed by Pei Wei to be in conflict with the spirit or intent of our Website.

7. Termination.

These Terms of Use are effective until terminated by either party. You may terminate these terms at any time by discontinuing use of our Website and destroying all Materials obtained from our Website and all copies thereof, whether made under these Terms of Use or otherwise. Your access to our Website may be terminated immediately without notice from Pei Wei if in our sole discretion you fail to comply with any term or provision of these Terms of Use. Upon termination, you must cease use of our Website and destroy all Materials obtained from our Website and all copies thereof, whether made under these Terms of Use or otherwise.

8. International Users.

Our Website can be accessed from locations around the world. Pei Wei makes no representations that our Website or the Materials available through it are appropriate for use at other locations outside the United States. Access to our Website from locations where our Website or any of its Materials are illegal is prohibited. If you access our Website from a location outside the United States, you are responsible for compliance with all local and/or international laws.

9. Security.

If you use our Website, you are responsible for restricting access to your computer and ensuring that your computer is free from all types of malicious code, spyware, viruses, Trojans, etc. that may track any data you enter via our Website, including e-mail address, credit card number, and other payment related information.

Pei Wei reserves the right to monitor all network traffic to our Website to identify and/or block unauthorized attempts or intrusions to upload or change information or cause damage to our Website in any fashion. Anyone using our Website expressly consents to such monitoring.

10. Payment Verification.

Pei Wei reserves the right to refuse service or decline orders for any reason. Accordingly, Wei may request written verification and proof of a User's identity by supplying us with a copy of government issued photo identification at its sole discretion.

11. Risk of Loss.

All items purchased from our Website, including but not limited to gift cards, are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. If the gift card is not received by the intended recipient and the balance on the card is equal to the original purchase price, Pei Wei can replace the gift card upon request. Pei Wei reserves the right to charge a replacement fee and/or shipping costs for replacement card(s).

12. Arbitration.

Any dispute relating in any way to your visit our Website shall be submitted to confidential arbitration in Phoenix, Arizona, except that, to the extent you have in any manner violated or threatened to violate Pei Wei intellectual property rights, Pei Wei may seek injunctive, equitable, or other appropriate relief in any state or federal court and the User consents to exclusive jurisdiction and venue in the states and federal courts in the State of Arizona. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association (www.adr.org). The arbitrator's award, including attorneys' fees, shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms of Use or Privacy Policy shall be joined to an arbitration involving any other party subject to these Terms of Use or Privacy Policy, whether through class arbitration proceedings or otherwise.

13. Applicable Law/Jurisdiction.

Our Website is hosted by Pei Wei in the State of Arizona. As such, by visiting our Website, even if accessed from a location outside the United States, you agree that the laws of the State of Arizona will govern these disclaimers, Terms of Use, and Privacy Policy, without giving effect to any principles of conflicts of laws. Pei Wei reserves the right to make changes to its Website and these disclaimers, Terms of Use, and Privacy Policy at any time. User hereby irrevocably and unconditionally consents to jurisdiction in the State of Arizona.

14. Waiver/Severability.

The failure of Pei Wei to require or enforce strict performance by User of any provision of these Terms of Use or to exercise any right under them shall not be construed as a waiver or relinquishment of Pei Wei right to assert or rely upon any such provision or right in that or any other instance.

The provisions of these Terms of Use are intended to be severable. If for any reason any provision of these Terms of Use shall be held invalid or unenforceable in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms of Use, which shall continue to be in full force and effect.

15. Statute of Limitations.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Website, Terms of Use, or Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred.

16. Entire Agreement.

These Terms of Use constitute the entire agreement between the User and Pei Wei with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Use or Privacy Policy will be effective only if in writing and signed by Pei Wei.

THE SECTION TITLES IN THE TERMS OF USE ARE FOR CONVENIENCE ONLY AND HAVE NO LEGAL OR CONTRACTUAL EFFECT.

These Terms of Use may be changed at any time, without prior notice.