THIS AGREEMENT dated as of May 16, 2008,and made effective as of May 16, 2008(the "Effective Date"), between ChowNowOnline, LLC ("Provider") and
("Customer").
WHEREAS, Provider is a Pennsylvania Limited Liability Company with principal address office located at 334 Manor Lane, King of Prussia, Pennsylvania 19406; and
WHEREAS, Customer, a restaurant with business office address located at
,
and principal business location being
,
; and
WHEREAS, Provider is a provider of online advertising services to which Customer wishes to subscribe; and
WHEREAS, Customer wishes Provider to provide such services as more fully set forth herein; and
WHEREAS, Provider is willing to furnish such services in consideration of payments made by Customer as set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties agree as follows:
1. Provider will offer online advertising for Customer. They will provide such information including, but not limited to, phone numbers, menu items, specials, reservation information and such other information relevant to the business of Customer.
2. Provider will also provide any patrons of Customer the opportunity to make reservations or order "take-out" products and "takeout" menu items from the Customer.
3. Provider will transmit order and payment information from the user to the Customer in order for them to receive payment for the goods and services which they provide to the user. The amount of such payment shall be computed using the prices of menus submitted to Provider by Customer less nine percent (9%) of the amount of such payment for products ordered which shall be retained or paid to Provider, as the case may be. Any Customer service charges shall be retained by Customer. In the event orders are made through Provider's services, in which the person making the order fails to make payment to Customer, Customer shall have five (5) days to notify Provider in writing of such failure to pay. In the event Customer is not paid by the person making the order, Customer shall not be responsible for payment of Provider's commission on such an order so long as the requisite notice of the failure to pay has been provided. However, if Customer fails to give to Provider the requisite notice, then Customer shall be responsible to make payment to Provider for the amount of Provider's fee with relation to said order.
4. Provider reserves the right to change the percentage which it shall receive from Customer at any time during the course of this Agreement subject to approval of the Customer. In the event the parties shall fail to agree on such a price change, either party may terminate the contract upon thirty (30) days' notice.
5. Any price changes must be submitted by Provider to Customer at least sixty (60) days prior to taking effect.
6. Contract Term. The initial term of this contract shall be a period of one (1) year. Thereafter, it shall renew annually from year to year if no notice of termination is given by either party to the other within thirty (30) days of the termination date of the contract. In the event the contract is terminated, Provider shall terminate service on behalf of the Customer within five (5) calendar days and shall remove all information regarding Customer from Provider's website. Any orders made during the period between the date of termination and the removal of the website information (up to a maximum of five (5) calendar days), Customer will continue to compensate Provider for a percentage of food sales incurred through Provider's website during that time.
7. Compensation. Provider shall submit invoices indicating payment at least once every thirty (30) days. Payment will be due within fifteen (15) days of the invoice date. Any payments received more than fifteen (15) days from the invoice date shall be subject to a late charge of five percent (5%) per month per thirty (30) days of delinquency.
8. Dispute Resolution. In the event that Provider and Customer have a claim or a dispute with each other, then such dispute shall be resolved through the use of alternate dispute resolution (ADR) through a qualified alternate dispute resolution service doing business within Montgomery County, Pennsylvania.
9. Contract Situs. This contract shall be administered under the laws and subject to the laws of the Commonwealth of Pennsylvania, and the place of execution shall be deemed to be Montgomery County, Pennsylvania.