1. Services provided. MFL will provide the following services to Restaurant:
2. Term. The term of this Agreement shall begin when the Restaurant is "live" on MFL Websites (which include MealUSA.com or Gomenuonline.com) ("Live Date") and terminate on the effective date of any termination.
3. Services Provided. MFL shall provide the services listed above to Restaurant consistent with MFL's business practices and at MFL's sole discretion (the "Services").
4. Independent Contractor. MFL shall be considered an independent contractor of Restaurant during the terms of this Agreement.
5. Website. Restaurant authorizes MFL to secure a domain name for Restaurant to develop and/or improve and provide web page maintenance for Restaurant for advertising purposes ("the Website").
6. Ownership of Intellectual Property. MFL shall own all intellectual property rights associated with the finished assembled Website, web pages and associated content created by MFL. This content includes, but is not limited to the design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed for or purchased on behalf of Restaurant in connection with the Website.
7. MFL may promote, market and place the Website as it may see fit and in its own discretion. MFL may place links and/or banners from other non-competing companies, selected by MLS, on Website.
8. Restaurant shall provide MFL with an accurate copy of its current printed menu, containing all relevant pricing and items’ descriptions ("Menu") within a reasonable time before the Agreement term begins. The prices offered on Website shall be the same as offered by Restaurant to all of its dine-in, take-out and delivery customers.
9. Restaurant must notify MFL in writing of any changes to the Menu at least seven (7) business days before such changes go into effect.
11. Restaurant will indemnify, defend and hold harmless MFL, its business units, and each of MFL's respective officers, directors, shareholders, employees, representatives, successors and assigns, from and against all Losses, to the extent such Losses are related to: (a) the development, operation, maintenance of the Project website done at Restaurant's direction or request; (b) any claim that content provided by Restaurant infringes or misappropriates any third party's copyright, U.S. patent, trademark or other proprietary right; or (c) any claim that the Project website and content displayed therein is defective, inaccurate or causes injury to any third party. MFL does not warrant that the functions of the Project website, will meet Restaurant's expectations of site traffic or resulting business or that the operation of the Project web pages will be uninterrupted and/or error-free. Restaurant will not hold MFL responsible for occasional downtime of the Project website due to line interruptions and/or other instances beyond MFL's control.
12. MFL will forward all orders submitted through Website to Restaurant be electronic mail to the address provided by Restaurant. Restaurant shall have an option to have all orders forwarded via facsimile at the additional cost of 20 cents per order.
13. Restaurant agrees to pay MFL a fee equal to ten percent (10%) of each orders. originating from the Website, plus applicable credit card processing fees.
14. Any coupons, discounts and promotions shall not be included in the calculation of MFL’s fee. If Restaurant would like to offer a coupon or discount to its customers, it should notify MLF two (2) business days prior, so that it can be reflected on Website.
15. During the term of the Agreement, Restaurant shall make all payments due and owing to MFL.
16. Party owing payments shall remit remaining payments to the other Party within ten (10) days following the term of this Agreement.
17. Restaurant shall provide MFL instructions for computing any sales, use, privilege, gross receipts, restaurant, excise or other tax due in connection with the sale of food or drink (and delivery fee, if applicable) by Restaurant through MFL ("Sales Tax"). MFL shall compute Sales Tax pursuant to such instructions. MFL shall collect Sales Tax on behalf of Restaurant, shall tender collected Sales Tax to the Restaurant, and Restaurant shall be solely responsible for (a) verifying that the collected, tendered Sales Tax amount is correct, (b) filing all required Sales Tax returns and associated forms and (c) remitting all required Sales Tax to the appropriate taxing authorities.
18. Restaurant warrants that it shall be solely responsible for every claim, allegation, damage, liability, obligation, award, settlement and expense, including without limitation attorneys' fees and court costs (collectively, "Losses") arising in connection with the Restaurant's sale of any food and drink, including alcohol, including, without limitation, computation and payment of Sales Tax to the appropriate taxing authority compliance with any applicable laws, taxes or tariffs related to internet electronic commerce; delivery service and parking accessibility, if any; compliance with appropriate health codes with respect to preparation of food and beverages; and all matters concerning quality and condition of the food and beverages.
19. MFL does not warrant that the functions of MFL Websites will meet Restaurant expectations of website traffic or resulting business or that the operation of MFL Websites will be uninterrupted and/or error-free. MFL shall not be responsible for any Losses associated with occasional downtime of MFL Website due to line interruptions and/or other instances beyond MFL's control.
20. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Pennsylvania, without giving effect to the conflict of law principles thereof. All disputes related to this Agreement will be submitted to the exclusive jurisdiction and venue of state or federal courts located in Feasterville, PA, which the parties agree is the most appropriate and convenient for the resolution of disputes related to this Agreement.
22. Restaurant grants MFL an unlimited license, solely for the purposes expressly set forth in this Agreement, to use any information or content related to the Restaurant ("Restaurant Content"), in connection with the Services, offered or displayed through any form of media.
23. Indemnity. Restaurant will indemnify, defend and hold harmless MFL, its business units, and each of MFL's respective officers, directors, shareholders, employees, representatives, successors and assigns, from and against all Losses, to the extent such Losses are related to: (a) any development, operation or maintenance of the MFL Websites done at Restaurant's direction or request; (b) any claim that Restaurant Content provided by Restaurant infringes or misappropriates any third party's copyright, U.S. patent, trademark or other proprietary right; or (c) the breach of any representation, or warranty made by Restaurant in this Agreement.
24. Counterparts. This Agreement may be executed in counterparts, in hard copy or electronically, each of which will be deemed an original, but both of which together will constitute one and the same instrument.
25. Termination. MLF may terminate this Agreement at anytime, for any reason, upon notice to Restaurant. Restaurant may terminate this Agreement at any time ninety (90) days after the effective day of this Agreement. In the event Restaurant terminates this Agreement before the ninety first (91) day of this Agreement, Restaurant agrees to pay MLF an Early Termination Fee in the amount of $300.00.
26. Entire Agreement. This Agreement, including any future Agreement modifications, constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes any and all prior agreement, written and oral, with respect thereto. Restaurant agrees that acceptance of any Services shall be subject to the then-current Agreement terms, and continued acceptance of the Services following Agreement modifications confirms that Restaurant has read, accepted, and agreed to be bound by such modifications.
The undersigned hereby agrees to the terms, conditions and stipulations of this Agreement