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Restaurant & Hospitality Guide

Terms and Acceptance. This purchase order becomes a contract on the earlier of the following to occur: (1) when Seller accepts in New Hampshire the signed purchase order submitted by Buyer, and returns a signed copy to Buyer signifying Seller's acceptance of the order; or (2) when Seller commences shipment, delivery, or performance of any portion of the goods or services covered by this order. It is an express condition of this order that any provisions printed or otherwise contained in any acknowledgment of this order by Buyer that are inconsistent with or in addition to the terms and conditions stated in this order, and any alterations to this order, shall have no force and effect. Buyer and Seller agree that Seller's acceptance of any such acknowledgment or altered order from Buyer is not an acceptance of any provisions contained therein or of any such alterations; and that any terms and conditions contained in such acknowledgment by Buyer, and any such alterations to the order shall not under any circumstances constitute any part of this contract of purchase and sale. This order is the sole contract between the parties; and contains the entire agreement of the parties. Failure of either party to enforce any of its rights hereunder shall not constitute a waiver of such rights or any other rights hereunder.

Scope of Services. Services not described on the front of this order or an attachment referenced therein are specifically excluded from the scope of this contract. Seller shall, in its sole discretion, determine the use and mix of personnel needed to complete the services in the time and manner agreed to in this contract.

Taxes. The payment terms do not included taxes. If Seller is required to pay any sales, use, property, value-added, or other federal, state, or local taxes based on a service provided under this contract, then such taxes shall be billed to and paid by Buyer. This section shall not apply to taxes based on Seller's net or gross income or any franchise taxes imposed on Seller.

Rights. "Seller Work(s)" means all materials and work created, developed or performed by Seller in the course of performance of this contract, including but not limited to: (a) data, drawings, photographs, reports, designs and working papers; (b) any software program(s) and documentation owned or distributed by Seller ("Programs"); and (c) any tools or utilities developed on or behalf of Seller. Seller retains all right, title and interest, including all trade secrets, all proprietary rights, and all copyrights, patent rights, and other intellectual property rights, in all Seller Work(s). Seller grants to Buyer a perpetual, non-exclusive, non-transferable, royalty free license to use, internally only, all Seller Work(s) developed by Seller for Buyer under this contract. If a service provided hereunder is in support of an off-the-shelf computer software program ("Retail Program") that is licensed to Buyer under a software license agreement with Seller, such agreement shall govern all use of such Retail Program by Buyer. Neither the license granted under this Section 4. for Seller Work(s), nor any other provision of this contract, includes the grant of any Retail Program license(s) nor any additional rights for any Retail Program license(s). Buyer agrees to allow the Seller to place the Sellers logo, domain name link, and e-mail address at the bottom of the first web page.

Termination. If either party to this contract materially breaches the contract, the non-breaching party shall have the right to terminate the contract provided that it has provided the breaching part with written notice specifying the nature of the breach, and the breaching party has not cured the breach within seven (7) days after receiving such notice. Termination of this contract shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall termination relieve Buyer of its obligation to pay all charges that accrued prior to such termination.

Warranty/Limitation on Liability. Seller warrants that its services shall be performed consistent with generally accepted industry standards. This warranty shall be in effect for ninety (90) days from performance of the service. Buyer must report in writing any deficiencies in a service within ninety (90) days of Seller completing the service. THE WARRANTY IN THIS SECTION 6 IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer's exclusive remedy for any breach of the warranty in this Section 6, and Seller's entire liability, shall be the re-performance of the service. If Seller is unable to re-perform the service as warranted, Buyer shall be entitled to recover the fees paid to Seller for the deficient service. In no event shall Seller be liable for any indirect, incidental, special, consequential, reliance, or cover damages, including loss of profits, revenue, data or use, incurred by either party or any third party, whether in an action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages. Seller's liability for damages hereunder shall in no event exceed the amount of fees paid by Buyer under this contract for the relevant service.

Choice of Law. This Agreement shall be governed by the laws of the State of New Hampshire (without regard to conflict of law principals), and shall be deemed to have been executed in New Hampshire.

Payment Terms For listings: initial set-up fees, and a minimum three month's basic charges non-refundable, are due on execution of this Agreement. Billing period runs January 1 to December 31 prorated if less than 1 year. If the prorated payment results in less than a 3 month minimum, the prorated price plus the following full year is due. All consulting fees must be paid in full prior to Seller implementing a listing on the Internet. All charges from Seller to Buyer must be paid in full within 15 days after invoicing by Seller. Any default in payment terms will result in Buyer's listing being removed. Unpaid invoices past due by 30 days or more will be subject to an interest charge of 1.5% per month (or such lesser maximum interest charge as is permitted by applicable law). After 60 days unpaid invoices will be sent to a collection agency for collection. Buyer agrees to pay all costs of collection, including but not limited to reasonable attorneys' fees.

Payment Terms For Advertising: initial set-up fees, and a minimum 10,000 hit price non-refundable, are due on execution of this Agreement. All consulting fees must be paid in full prior to Seller implementing an advertisement on the Internet. All charges from Seller to Buyer must be paid in full within 15 days after invoicing by Seller. Any default in payment terms will result in Buyer's listing being removed. Unpaid invoices past due by 30 days or more will be subject to an interest charge of 1.5% per month (or such lesser maximum interest charge as is permitted by applicable law). After 60 days unpaid invoices will be sent to a collection agency for collection. Buyer agrees to pay all costs of collection, including but not limited to reasonable attorneys' fees.

ContentAny content that is used for illegal, abusive, or unethical activity may be immediately deactivated by us without warning to you. Illegal, abusive or unethical activities may include, but are not limited to, copyright infringement,pornography, obscenity, nudity, violations of privacy, hacking, computer virus, gambling, or promotion of gambling, and any harassing or harmful materials or uses as determined by us. You agree to indemnify and hold us harmless from any claim resulting from your publications or use of illegal, abusive, or unethical materials. Although we will make reasonable effort to alert you to such activities and allow you an opportunity to cure them within a 12-hour period after discovery, we are not required to give such notice before deactivating your use of our services if, in our discretion, your use is or results in illegal, abusive, or unethical activities. If content is disabled, the regular monthly fees still apply until the contract is terminated.

New Hampshire Business Web, LLC reserves the right to correct, modify and or ammend these terms at any time.