MENUPALACE INC. GENERAL SERVICE TERMS

GENERAL

THESE GENERAL TERMS CONTAIN IMPORTANT AND RELEVANT INFORMATION ABOUT THE CLIENT’S AND MENUPALACE INC.’S RIGHTS, OBLIGATION AND REMEDIES in connection with the Products and Services identified in the Service Agreement (the “SLA”) of which these terms form a part. PLEASE READ THEM CAREFULLY. Words defined in the SLA shall have the same meaning in these General Terms and vice versa unless expressly provided otherwise in these General Terms or the SLA. The “Agreement” means, collectively, the SLA, these General Terms and any Exhibits attached hereto.

LICENSE

Merchant grants to MenuPalace Inc. a non-exclusive worldwide license and right to use, reproduce, license, display, distribute and transmit the Client’s name, logo and any trademarks ("Client Marks") and any photographs, graphics, artwork, text and other content provided or specified by Client ("Content") in connection with the marketing and promotion in any and all media or formats in which such Client is marketed, promoted, transmitted or distributed, including but not limited to, on the MenuPalace or partner Websites.

TERM

The Agreement sets forth the Term, including Initial Term and Renewal Term(s), of the Agreement.

TERMINATION

. Each of the parties shall have the right to terminate this Agreement immediately (except for those provisions which by their nature survive termination), upon the occurrence of any Event of Default (as defined at Section 15).

Notwithstanding the foregoing, Client may not terminate the Agreement for any reasons outside Company’s control, including without limitation, Client’s inability to obtain proper permission for displaying the Service or Product.However, should Client choose to terminate for any reason beyond Company’s control or not otherwise permitted under this Section 4, Client shall:

• Immediately pay to the Company the entire sum payable up to and including the end date of Current Term;
• Immediately pay to the Company all amounts in arrears up to and including the end date of Current Term. Any amounts in arrears shall be billed to Client by Company at a monthly rate of 1.5%, compounded monthly, from the date of last complete payment to the date of termination;

EFFECT OF TERMINATION

Client waives any rights of suit or claims against Company and releases it from any and all responsibility in case of termination by Company for any reason, except in case of gross negligence or fraud. Each party shall re-convey and release to the other party all rights and privileges granted by this Agreement; and,

CLIENT’S INTELLECTUAL PROPERTY.

Client grants Company a license to use, re-create, and distribute Client’s intellectual property (e.g., trademarks, copyrights, trade secrets, etc.) that Client provides Company for use in connection with the Product and Services and in performance of the Agreement. Client represents and warrants that its intellectual property does not infringe on the rights of any third parties, including without limitation trademarks, copyrights, trade secrets, or rights of publicity. Client further represents and warrants that all necessary permissions and usage authorizations for all intellectual property (including without limitation all copy, graphics, logos, and names and trademarks) and any and all other supplied materials have been obtained and are hereby delegated to Company for use in performance of the Agreement. Client acknowledges and agrees that all Content posted, uploaded, transmitted, or otherwise distributed is only done with authorization by Client and that Company shall have no liability for any such Content. If Company receives any notice of alleged intellectual property infringement in connection with Client’s use of the Product, Company will, without advance notice to Client, disable all access to the allegedly infringing Content and may at its sole option terminate the Agreement.

COMPANY'S INTELLECTUAL PROPERTY.

Client acknowledges and agrees that the Products and Services (including without limitation trade secrets, ideas and concepts, know-how, methods, techniques, templates, trademarks, patents, models, licenses, castings, drawings, designs and technical information, and computer software conceived, developed or reduced to practice by Company, including but not limited to the Product and Services provided in connection with the Agreement) (the “Company Intellectual Property”), with the exception of Content provided by Client, are the property of Company. Company retains exclusive rights to the Company Intellectual Property and is hereby merely granting a non-exclusive, non-transferable license to Client to use the Product and Services pursuant to the terms of the Agreement.

CONFIDENTIALITY/ NONDISCLOSURE.

Client acknowledges and agrees that during the Term of this Agreement, Client may learn confidential information about Company’s business, customers, vendors, finances, properties, methods of operation, computer programs, Intellectual Property and other such information, whether written, oral, electronic or otherwise. Client agrees that, except as directed by Company, it will not at any time during or after the Term of this Agreement disclose any such confidential information to any third party. Client acknowledges and agrees that it shall use Company’s confidential information solely for the purposes contemplated in this Agreement. Client may only disclose Company’s confidential information upon order of any competent court or government agency, provided that prior to disclosure Client shall inform Company of such order within a reasonable time to allow Company to object to such order if it desires. Client further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement. At the termination or expiration of the Agreement, Client shall either return Company’s confidential information in its possession, custody or control (including all copies) or shall, at Company’s direction, destroy Company’s confidential information in Client’s possession (including all copies) and certify its destruction to Company. This paragraph shall not extend to information that has become publicly available through no fault of the Client.

COMPLIANCE WITH LAWS.

The parties shall comply with all applicable federal, state and local laws, statutes, rules, regulations, and ordinances applicable to use of the Product and Services.

COMPANY'S REPRESENTATIONS AND WARRANTIES.

Company represents and warrants: (i) the Services will be performed in accordance with the Agreement provided that Client does not improperly request or use the Services; and, (ii) the Product shall be free from defects in materials or workmanship during the Initial Term. Company shall have no obligation with respect to these representations and warranties if either the Product has been altered or modified, reinstalled, operated, repaired or maintained by anyone other than Company, or has been subjected to abnormal physical or electrical stress, misuse, negligence or accident.

LIMITATION OF LIABILITY.

IN NO EVENT WILL COMPANY BE LIABLE HEREUNDER FOR ANY SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, DAMAGE TO, OR LOSS OF, ANY RECORDS OR DATA OR ANY CLAIM OR DEMAND DUE TO ANY CAUSE WHATSOEVER, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE KNOWN OF SUCH POSSIBILITY. COMPANY’S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR BY STATUTE OR OTHERWISE) TO CLIENT OR TO ANY THIRD PARTY CONCERNING THE PERFORMANCE OR NONPERFORMANCE OF COMPANY, ITS PRODUCT, OR SERVICES SHALL NOT IN THE AGGREGATE EXCEED THE AMOUNT PAID BY CLIENT TO COMPANY FOR YEARLY, MONTHLY OR ADDITIONAL FEES PLUS THE LESSER OF THE MONTHLY FEES PAID DURING THE INITIAL TERM OR THE MONTHLY FEES PAID TO THE DATE OF THE DETERMINATION OF SUCH LIABILITY. CLIENT’S EXCLUSIVE REMEDY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL BE FOR COMPANY, UPON WRITTEN NOTICE, TO HAVE THE OPPORTUNITY TO CURE THE BREACH AT ITS EXPENSE, AND FAILING THAT, THE RETURN OF FEES PAID BY CLIENT TO COMPANY FOR THE EQUIVALENT OF INITIAL FEES PLUS THE LESSER OF THE MONTHLY FEES PAID DURING THE INITIAL TERM OR THE MONTHLY FEES PAID TO THE DATE OF THE DETERMINATION OF SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS OR EXCLUSIONS SO THEY MAY NOT APPLY TO YOU.

DISCLAIMER OF WARRANTIES.

CLIENT ACKNOWLEDGES AND AGREES THAT COMPANY CANNOT AND DOES NOT GUARANTEE THAT THE PRODUCTAND/OR SERVICES PROVIDED HEREUNDER WILL OBTAIN TANGIBLE OR QUANTIFIABLE BENEFIT FOR CLIENT. CLIENT ACKNOWLEDGES AND AGREES THAT COMPANY SHALL HAVE NO LIABILITY FOR THE FAILURE OF CLIENT AND/OR ITS FACILITY TO OBTAIN FINANCIAL, CRITICAL OR OTHER BENEFIT. CLIENT UNDERSTANDS AND AGREES THAT ALL PRODUCTSAND SERVICES ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASES, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

FORCE MAJEURE.

Company shall not be liable or responsible for any delay or failure to perform any part of the Agreement to the extent such delay or failure is caused by fire, flood, explosion, war, strike, labor unrest, riot, embargo, civil or military authority, accident, inability to obtain raw materials or supplies, acts or omissions of carriers, act of God, or other such contingencies beyond its control. Notice will full details of any such event shall be provided to Client as promptly as practicable after its occurrence.

INDEMNIFICATION.

Client agrees to hold Company harmless and fully indemnify Company against all actual or threatened claims, including, without limitation, costs, reasonable attorneys’ fees and expert witnesses’ fees incurred in connection with such claims, made by third parties (including Client’s employees) related to (i) Client’s business operations; (ii) Client’s intellectual property or other materials submitted by Client to Company; (iii) activities Company undertakes at Client’s request or instruction; (iv) Client’s breach of this Agreement; (v) any personal injury or property damage or other commercial loss arising from the delivery, installation, use, operation, condition, return, removal and re-delivery of the Product; (vi) any use or operation of the Product by the Client that infringes another’s intellectual property rights; (vii) any defamatory, offensive, illegal posting on or through the Product by Client, its directors, officers, employees, agents, affiliates, or consultants; or (viii) the impairment, disappearance, damage or destruction of the Product.

DEFAULT.

A party shall be in default upon the occurrence of any of the following (each, an “Event of Default”): (i) Client fails to pay when due any amount due and owing Company under the Agreement; (ii) Client remains in default of any term, covenant (other than covenant to pay) or condition of the Agreement five (5) days after delivery by Company to Client of notice of such default; (iii) Client makes an assignment for the benefit of its creditors, or a proceeding in bankruptcy, receivership or insolvency is instituted against such party or its property, or such party ceases to carry on business. Upon an Event of Default attributable to Client, Company may, in its sole discretion and in addition to its rights under Sections 5 and 6 hereof: (a) take possession of any Products or Services without demand, notice or legal process; or (b) whether or not the Agreement has been or deemed, at law or in equity, to have been terminated, commence proceedings to recover damages.

SUCCESSORS.

The Agreement shall inure to the benefit of and be binding upon the successors and assigns of Company, and the heirs, executors, administrators, successors and permitted assigns of Client.

APPLICABLE LAW.

Every proceeding in connection with or relating to this Agreement, including without limitation its enforceability shall be submitted to the exclusive jurisdiction of the courts of Ontario or if applicable, the Federal Court of Canada and neither the Client nor anyone on behalf of the client may commence in, or request, that any proceeding be brought or moved to another jurisdiction.

NOTICES.

Any and all written notices or other written communication provided for herein shall be given in writing on a business day, delivered either personally or via facsimile transmission addressed to the party at the applicable address or facsimile number provided in the Agreement. Any notice given by personal delivery will be deemed to have been received on the day of actual delivery if a business day, and if not, then on the business day next following the day of actual delivery, and if transmitted via facsimile before 3:00 p.m. (local time of recipient) on a business day, will be deemed to have been received on that business day, and if transmitted by facsimile after 3:00 p.m. (local time of recipient) on a business day or any other day, then on the business day next following the day of transmittal.

INDEPENDENT CONTRACTOR.

For purposes of the Agreement, Company is an independent contractor and nothing in the Agreement shall create, or be construed to create, any agency, partnership, joint venture or other form of joint enterprise between Company and Client.

ATTRIBUTION.

Company may identify Client as a client of Company and may describe generally the Product and Services on Company’s website and in all other Company marketing materials.

INTERPRETATION AND SEVERABILITY.

If any provision of the Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect. The language of the Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against any of the parties hereto.

INTEGRATION.

The Agreement (which, as previously defined, includes both the Agreement and this General Terms)constitutes the entire agreement between the parties. No prior or contemporaneous written, oral, or electronic representation form a part of the Agreement, and the Agreement supersedes all prior and contemporaneous electronic, oral, and written agreements, negotiations, and representations between the parties relating to the subject matter of the Agreement. For the sake of clarity, in the event that a prior Agreement has been entered into between Company and Client wherein there is no language addressing automatic renewals of this Agreement, the terms of this Agreement shall override the terms previously agreed to and the Term of said prior agreement shall renew automatically in accordance herewith.

NO WAIVER.

The failure of either party at any time to enforce any right or remedy available to it under the Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party.

NO THIRD PARTY BENEFICIARIES.

The Agreement is not intended to, and shall not be construed to provide any rights, remedies or benefits to or for any person or entity not a party to the Agreement.