ESTABLISHMENT AGREEMENT

Transcription

1 ESTABLISHMENT AGREEMENT Agreement made this day, by and between Half N It, Incorporated ( Company ) and ( Establishment ) regarding Establishment s participation in Company s Pay Half Club ( PHC ). The Company has established a restaurant and bar marketing program, to drive traffic and revenue to Establishment, known as the Pay Half Club. Individuals and their families may participate in the Club by becoming a Member. Members will be charged an initial registration fee of Twenty- Nine Dollars and Ninety-Five Cents ($29.95) to become a Member and thereafter will pay an equal amount each month to keep the Membership active. In exchange, active Members will receive a fifty percent (50%) discount on entrée and alcohol (where legal) purchases at participating establishments. The Membership discount will be honored at all participating establishments throughout the country. The terms and conditions of Establishment s participation in the Club are as follows: 1. Term: The term of this Agreement shall be for a period of five (5) years. Company and Establishment agree that this Agreement may be renewed for subsequent terms of five (5) years upon execution of a standard Establishment Renewal Agreement. The Renewal Agreement is to be executed on or before ninety (90) days prior to the end of the previous term and Establishment shall pay a One Hundred Dollar ($100.00) renewal fee. 2. Establishment s Duties: A. The Establishment will pay Company an initial fee of Two Thousand Five Hundred Dollars ($2,500) in exchange for the materials and services described below. B. The Establishment agrees to give PHC Members a fifty percent (50%) discount on entrées and alcohol (where allowed by law) on purchases made by the Member, one other adult, and up to three (3) of the Member s children aged seventeen and under. C. The Establishment agrees to have its employees promote PHC Membership to potential Members. Promotion entails asking each customer if they are a PHC Member and, if not, sharing the Company s marketing materials with the customer as they are being seated. Customers can then join PHC through the use of the Company s mobile app, tablet or website. D. PHC will provide unique identification numbers to Establishment s current and future wait staff in accordance with the Company s Policies and Procedures so that individual employees can receive credit for signing up PHC Members as set forth below. Identification numbers of former staff will be deleted in accordance with the Company s Policies and Procedures. E. The Establishment agrees to comply with the Company s Policies and Procedures pertaining to PHC and its Members.

2 3. Company s Duties: A. Company will pay the Establishment a portion of the fees it collects from Members as follows. Each Establishment will be given a unique identification number in PHC s system. Members become Linked to the Establishment s number when they become a PHC member through the Establishment, either onsite or through a member referral. The Establishment s staff shall also be issued unique identification numbers and the Member s registration will also be linked to Establishment s staff person responsible for securing the Member s registration for PHC membership. From the linked Member s initial registration fee, the Company will pay the Establishment Seven Dollars and Fifty Cents ($7.50) and will also pay the Establishment s Linked staff person responsible for registering the Member Seven Dollars and Fifty Cents ($7.50). With regard to the Linked Member s fees for each month thereafter in which the Member continues to pay monthly membership fees, the Company shall pay Establishment Fifteen Dollars ($15.00). Monies will be paid to the Establishment out of each Linked Member s monthly fees on a weekly basis as the Member pays them. If the Linked Member stops paying the monthly fees for any reason, no further payments will be made by the Company to the Establishment for that Linked Member. B. The company has created three tiers, linked to seating capacity, to facilitate payments to establishments: i. Less than 100 seats: $150,000 per month cap on PHC membership commissions; ii. iii seats: $300,000 per month cap on PHC membership commissions; seats: $500,000 per month cap on PHC membership commissions. C. The Company agrees to promote the Establishment through its website and mobile app. The Establishment will be listed on the Company s website along with its relevant business information. The Company will provide national exposure for the Establishment through all marketing platforms and social media. D. The Company agrees to provide training and marketing materials to the Establishment to promote PHC memberships. The Company will train the Establishment s staff on how to promote PHC Membership and utilize the marketing and promotional items supplied by the Company. The Company will provide a marketing kit to the Establishment prior to launching PHC at the Establishment. The Company s Area Marketing Manager or other representative will visit your Establishment periodically to make sure there are sufficient marketing materials to secure additional Members. E. The Company provides the Establishment with its Policies and Procedures pertaining to PHC and its Members. 4. The Company will sign up additional establishments (referred by the company as Phase 2) once PHC has acquired five million members nationally or 90 days from the launch of PHC. 5. Termination of Agreement: The parties may terminate this Agreement as follows.

3 A. By Establishment with Refund If after ninety (90) days of participation in PHC, the Establishment has not increased its net revenue by twenty-five (25) percent or if the Establishment is unhappy for any other reason, the Establishment may cancel this agreement and obtain a refund of its $2,500 initial fee under the following conditions and by using these procedures: (1) The Establishment must have participated in the Company s Pay Half Club program, as outlined in detail herein, for ninety (90) days after launch of PHC to consumers at the Establishment. (2) The Establishment must request the refund in writing, within one hundred and five (105) days after the launch of PHC at the Establishment. The request must be in writing and sent to the Company via and United States Postal Service Registered or Certified Mail, Return Receipt Requested. The request will be considered timely if the is sent and the additional written notice is deposited in the mail within the required time. (3) The Company agrees to refund to the Establishment the initial fee of $2,500 paid by the Establishment. The refund will be mailed to the Establishment via United States Postal Service Registered or Certified Mail, Return Receipt Requested within fifteen (15) days from the date the Company received the refund request. (4) This Agreement will become NULL and VOID on the date the Establishment sends its requesting a refund and the Establishment will forfeit all future commissions from that date forward. B. By Establishment Without Refund The Establishment may terminate this agreement at any time upon written notice without a refund. The Establishment must provide written notice to the Company of the termination. The notice request must be in writing and sent to the Company via and United States Postal Service Registered or Certified Mail, Return Receipt Requested. The termination will be considered effective on the day the e- mail was sent. The Establishment understands that no further fees or commissions will be paid to the Establishment after that date and that this Agreement will become NULL and VOID as of that date. C. By Company The Company may terminate this Agreement if in its sole judgment, the Company determines that the Establishment has not adequately performed with respect to its obligations under Section 2. The Company will provide written notice to the Establishment of its intent to terminate. The notice will identify the problems which prompted the Company s decision to terminate this agreement. The notice will be sent by and by United States Postal Service Registered or Certified Mail, Return Receipt Requested. The Establishment will have ten (10) days after the notice was sent to correct the identified problems to the Company s satisfaction. If the problems are not

4 corrected to the Company s satisfaction, this contract will be considered terminated as of the tenth day after the notice was sent. 6. Miscellaneous: A. All notices, demands, or other communications pertaining to this Agreement shall be in writing and shall be addressed as follows: To Company: Half N It, Incorporated address: [email protected] Phone: RR 620 N. STE 800 Austin, TX B. This Agreement sets forth all the promises, covenants, agreements, conditions, and understandings between the parties hereto, and supersedes all prior and contemporaneous agreements, understandings, inducements, or conditions expressed or implied, oral or written, except as herein contained. This Agreement will become NULL and VOID if any additional, subtractions, or alterations are made other that filling the blanks with the standard information needed. This Agreement may be amended or modified only by written agreement of Company and Manager. Neither custom, actual practices, nor Company's failure to require strict adherence to this Agreement shall constitute a modification of this Agreement nor a waiver of any of Company's rights hereunder. C. The provisions of this Agreement shall be severable. If any provision of this Agreement is adjudicated unenforceable, the remaining provisions shall nevertheless remain in full force and effect. D. This Agreement shall be binding upon the parties hereto, there herein, administrators, successors, and assigns. No party may assign or transfer its interest herein, or delegate its duties hereunder, except as expressly permitted hereunder, without the written consent of Company. E. This Agreement shall be construed in accordance with the laws of the State of Texas. Any lawsuits arising from this agreement shall be filed in state district court in Travis County Texas. The parties consent and agree to the assertion of personal jurisdiction over them in any such proceeding. F. If a dispute arises from this Agreement, the parties agree to mediate with a third party mediator in Travis County, Texas. The parties must mediate before filing suit. The parties can agree to a mediator. To the extent the parties cannot agree to a mediator, the parties shall utilize a mediator selected by the Dispute Resolution Center located in Austin, Texas.

5 G. The Establishment agrees that an agent with authority to bind the Establishment has read this Agreement and has had an opportunity to ask a representative of the Company questions about it. The Establishment agrees that it has had an opportunity to consult with an attorney of its choice (at its own expense) prior to signing this Agreement. By clicking accept to this agreement online, the parties have executed this Agreement on today s date, notated by a time and date stamp on our server.