Vendor Agreement

This Listing Agreement (the "Agreement") is entered into between Couver Associates, LLC and referred to as "US" or "WE" in this agreement) , and you (the "Merchant"). owns a website with the domain name "" (the "Website"), through which consumers of food and other items can order such items for delivery or pick-up from participating vendors on the Website.

Customers can view Vendor's menu or product list ("Menu") and order from such Menu online through the Website, whereby such order is Transmitted to Merchant for fulfillment. The parties to this Agreement agree as follows: License to Use Logo and Menu. Vendor agrees to permit to list its Menu on the Website and to permit to use Vendor's logo or other promotional material in such listing, without any fee, license or other charge payable by

Billing, Payment, Fees: Merchant agrees to accept all orders transacted through any website run by Couver Associates LLC or; honor the total price quoted to customer by US at the time the order is placed; update their menu as necessary, including all price and item changes. We will bill customers directly via the Internet for each order. Twice each month, We will pay the Vendor by a Check or direct deposit the amount received by for customer orders transmitted to Merchant that have not yet been billed for by US and paid to the Vendor ("Billable Amount"), less: (a) a fee of $.85 of Merchant for Billable Amount orders placed through the Website. (B) The monthly fee for the package the merchant has signed for or 10% of the gross value of the orders received by our service.

Merchant agree to pay the monthly fee (as listed on our site under the page titled "Business owners".) for the package he signed for when he created his account with

We shall provide Vendor a statement on or about the first day of each month ("Billing Date"), as necessary, which will contain an itemization of each order placed during the previous month.

The term of this Agreement shall be twelve (12) months commencing on the date of this Agreement. This Agreement cannot be terminated by Vendor prior to the expiration of the term, except during the fourteen (14) days period beginning 30 days after the date of this Agreement.

Restaurant Menu/ Vendor Inventory Entry or Upload. Merchant may enter or upload its own menu or inventory (i.e., product list) for no charge. If Vendor elects, We will enter or upload Vendor's menu at a cost of $65 per Menu.

Partner Access. If Vendor signs up by way of one of our Partner program, Partner will be given access to an administration section of the Website wherein the input of Vendor data (menu or product list, delivery range, and related information)will be accessible and visible to the partner. Vendor will be given the ability to limit or deny this access before activation and any time thereafter.

No Liability; Indemnification. We shall not be liable to the Vendor for any damages of any type that occur as a result of Vendor's listing, including but not limited to incorrect listings, fraudulent orders, non-payment by customers or any other damages, including consequential damages. Vendor shall indemnify and hold harmless US and our affiliates, from and against any and all claims, demands, losses, costs, liabilities and expenses (investigation fees and reasonable attorneys' fees) related to (a) any breach of this Agreement and (b) any and all the Vendor's operations.

Renewal Term. This Agreement will automatically renew for a one (1) year period after the initial term, with continuous automatic renewals for each consecutive year thereafter, unless Vendor provides US with written notice of non-renewal at least ninety (90) days prior to the expiration of the initial or any subsequent term; except that non-renewal will not become effective until all fees accrued and owing to US at any time by Merchant are paid in full.

Marketing Agreement. If WE request, Vendor will: (1) prominently display promotional or advertising material (which WE will supply to Merchant), including a window sign and a cash register sticker; (2) insert flyers or cards advertising the Website (supplied by US) into bags containing orders, and give them to customers in the store; (3) include a logo or brief marketing message on its delivery/takeout menus; (4) run Two Special "First Time User" Promotion(in the form of electronic Coupon issued to the end user by us) for one two week period per year; (5) run one Special Promotion for at least one 30 day period per year.

Miscellaneous. may modify the terms of this Agreement with Thirty (30) days' prior written notice to Vendor. In cases where such changes modify fees or term, Vendor shall have the option, exercisable on written notice to given within such Thirty (30) day period, to terminate this Agreement but Vendor shall remain liable for fees due to to the date of termination. This Agreement may be assigned by at any time.