eOrders, llc. Service Agreement & Policies

SECTION 1: SERVICES
1.1 eOrders, LLC (“we” or “us”) will either establish a website for Client (“you”) or redesign your existing website to process your food orders over the Internet. The online ordering website will be hosted on servers owned by us.

1.2 The website will accept orders from the public and forward orders to you by facsimile. If you choose to use our “Pre-pay Online” feature we will transfer the credit card information to you on the facsimile. You will be responsible for processing all credit card charges for orders through the website and ensuring that you receive proper payment for credit card purchases. We will not be responsible for any credit card charges processed over the website or improper use of the credit card information we transfer to you.

SECTION 2: YOUR OBLIGATIONS
2.1 You will provide us with all information we request for the website, including but not limited to, a menu or list of food items that may be ordered through the website, prices for such food items and any information regarding specials. If any information on the website changes (i.e. prices or availability of food items) or is otherwise incorrect, you will provide us with current and corrected information no less than three (3) days prior to the effective date of such change so that we may update the website accordingly. We will not be responsible for inaccurate or untimely information on the website.

2.2 You will provide and maintain in working condition a facsimile machine and all telephone or other connection arrangements to receive transmissions of orders made through the website during your hours of operation. We will not be liable for any claims, losses, liabilities, or damages related to any failed or incomplete facsimile transmissions.

2.3 You will prepare all orders in a timely manner.

2.4 You will be solely responsible for collecting payments for orders upon delivery or pick-up by a customer.

2.5 You will comply with, and will cause your employees and agents to comply with, all state, federal and local laws, rules, regulations and orders applicable to your business, including but not limited to all present and future privacy laws. You warrant that you have in effect all licenses and permits applicable to your business and will maintain all licenses and permits applicable to your business in effect for the full term of this Agreement.

SECTION 3: DOMAIN NAMES AND RIGHTS TO INFORMATION
3.1 If we create a new website for you under this Agreement, we will register one or more domain names for you and we will own all right, title and interest in and to such domain name(s). If you own a website that we redesign under this Agreement, you warrant that at all relevant times you will own or have the right to use and offer the domain name(s) for such website.

3.2 You warrant that at all relevant times you will own or have the right to use and offer the information and tradenames, trademarks, service marks and logotypes, if any, you provide to us for the website. You hereby grant us a non-exclusive, royalty-free, irrevocable license to use such information and any of your tradenames, trademarks, service marks and logotypes for the purpose of performing our obligations under this Agreement, and authorize us to register one or more of such tradenames, trademarks, service marks or logotypes as domain names, as applicable. You will retain all intellectual property rights in such information, tradenames, trademarks, service marks and logotypes.

SECTION 4: EXCLUSIVITY
We have the right to create substantially similar websites to the website we create or redesign for you under this Agreement and to develop, use and distribute other works that are substantially similar to your website.

SECTION 5: USE OF NAME/LOGO
We have the right to place our tradenames, trademarks, service marks and/or logotypes on your website. Notwithstanding the placement of our tradenames, trademarks, service marks and/or logotypes on your website, you acknowledge that we own all right, title and interest in and to our tradenames, trademarks, service marks and logotypes and agree not to take any action inconsistent with such ownership.

SECTION 6: FEES AND BILLING
6.1 You agree to pay the entire amount of the set-up fee. The set-up fee is non-refundable. We have the option, in our sole discretion, to adjust the monthly fee upon fifteen (15) days’ notice to you.

6.2 In addition to the set-up fee and the monthly fee, you will also pay, on a monthly basis, a charge of $.07 for each facsimile sent to you for orders placed through the website in the immediately preceding month.

6.3 In general, you will not be required to pay for updates of information on the website; however, we reserve the right to charge you a fee, in our sole discretion, for substantial or frequent changes to the website.

6.4 Invoices are due and payable upon your receipt of such invoice. All amounts not paid to us within fifteen (15) days of the date of the invoice will accrue interest at the lower of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law from the due date of such invoice. Unless you object in writing to us concerning an invoice within fifteen (15) days of your receipt of such invoice, the information reflected in such invoice and such invoice itself will be deemed conclusive and accepted by you. If you fail to pay any amount due under this Agreement or otherwise breach any provision of this Agreement, you will pay our reasonable attorneys’ fees, costs and ancillary fees and expenses incurred in enforcing this Agreement.

6.5 You will be responsible for the collection and payment of any taxes related to this Agreement and any orders and sales of your products (except those taxes based solely on the income of eOrders, LLC).

SECTION 7: TERM AND TERMINATION
7.1 This Agreement will be effective as of the Effective Date set forth on the first page of this Agreement, and will continue until terminated by either party on no less than thirty (30) days’ prior written notice to the other party.

7.2 If you default in the performance of, or compliance with, any provision contained in this Agreement, we may terminate this Agreement by providing written notice to you, in which event, this Agreement will terminate on the date specified in such notice.

SECTION 8: LIMITED WARRANTY AND DISCLAIMERS
8.1 WE WARRANT THAT WE WILL PROVIDE THE SERVICES UNDER THIS AGREEMENT IN A WORKMANLIKE MANNER. HOWEVER, WE ASSUME NO RESPONSIBILITY WITH RESPECT TO YOUR USE OR ANY THIRD-PARTY’S USE OF THE WEBSITE OR THE SERVICES PROVIDED BY US UNDER THIS AGREEMENT. WE DO NOT WARRANT THAT ACCESS TO OR OPERATION OF THE WEBSITE OR THE SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR FREE. THE LIMITED WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

8.2 WE SHALL IN NO EVENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT OR IN ANY WAY IN CONNECTION WITH THE WEBSITE OR THE USE THEREOF WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 WE SHALL IN NO EVENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, LIABILITIES OR DAMAGES RELATED TO ANY INFORMATION YOU PROVIDE TO US FOR THE WEBSITE, OR ANY ORDER FILLED BY OR DELIVERED BY YOU OR FAILED TO BE FILLED OR DELIVERED BY YOU.

SECTION 9: INDEMNITY
You will defend, indemnify and hold us harmless from and against any and all claims, losses, liabilities, demands, actions, causes of action, suits, and expenses (including all costs and attorneys’ fees), directly or indirectly arising from or in connection with: (a) your and your customers’ use of the website and/or services provided under this Agreement; (b) any breach by you of any representation, warranty or covenant contained in this Agreement; (b) any information you provide to us for the website; (c) any order filled or delivered or failed to be filled or delivered by you; (d) the storage, preparation, distribution, sale or delivery of your products; (e) your failure to comply with any applicable state, federal or local laws, rules, regulations or orders; or (f) your failure to have or maintain any required permit or license.

SECTION 10: MISCELLANEOUS
10.1 All notices, requests and other communications under this Agreement must be in writing and be delivered in person, or sent by registered or certified mail, return receipt requested, overnight courier service, or by facsimile to us at eOrders, LLC, 40 Valley View Drive, Langhorne, PA 19053 (Facsimile No: (215) 364-9801) and to you at the address or facsimile number set forth on the first page of this Agreement, or to such other addresses or numbers as may be provided in writing according to this Section. All such notices will be deemed to have been given three (3) business days after mailing if sent by registered or certified mail, one (1) business day after mailing if sent by overnight courier service, or on the date delivered or transmitted if delivered personally or sent by facsimile.

10.2 This Agreement sets forth the entire understanding between you and eOrders, LLC and supersedes any and all oral or written agreements or understandings between you and eOrders, LLC as to the subject matter of this Agreement. Except as otherwise expressly provided in this Agreement, this Agreement may be modified only in a document signed by both you and eOrders, LLC.

10.3 Your benefits and obligations in this Agreement may not be assigned without our prior written consent. We may assign the benefits and obligations of this Agreement at any time in our sole discretion. Any attempted assignment in violation of this Section 10.3 will be null and void.

10.4 In no event will we be liable to you for any delay or failure to perform under this Agreement, if the delay or failure to perform is due to causes beyond our control including, but not limited to, your failure to provide necessary information, acts or omissions of you or third-parties, war, failure or delay in transportation or communications, failures of equipment or the Internet, technical failures, sabotage, epidemic, flood, earthquake, fire, other natural disaster, power outages or any other event, condition or occurrence beyond our reasonable control.

10.5 The failure of either party at any time to require performance by the other party of any provision under this Agreement will not affect the full right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.

10.6 If any provision of this Agreement or the application of any such provision to any person or circumstances will to any extent be held to be invalid or unenforceable, the remainder of the Agreement, or the application of such provisions to persons or circumstances as to which it is not held to be invalid or unenforceable, will not be affected thereby, and each provision will be valid and be enforced to the fullest extent permitted by law.

10.7 In making and performing this Agreement, the parties are acting as independent contractors. Neither party will be deemed a principal, agent, legal representative, joint venturer or partner of the other. Neither party is authorized to bind the other to any obligation, affirmation or commitment with respect to any other person or entity.

10.8 This Agreement will be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without reference to any provisions regarding conflicts of laws. Any dispute arising out of this Agreement will be adjudicated exclusively in the state or federal courts located in Bucks County, Pennsylvania, and all parties consent to personal jurisdiction and venue therein.

10.9 The provisions set forth in this Agreement are for the sole benefit of the parties to this Agreement and their successors and permitted assigns, and they will not be construed as conferring any rights on any other persons.

10.10 This Agreement may be executed in one or more counterpart copies, each of which will be deemed an original and all of which will together be deemed to constitute one agreement.