Terms & Conditions

By engaging with Main Street Menu Club, clients agree to the following terms:

Payments & Invoicing

  • Prepaid time blocks must be paid in full before use and are non-refundable
  • Clients must purchase enough time to cover the estimated work required for their project
  • Work performed without a time block are tracked and invoiced upon completion at our standard rate of $150/hour or included in printing invoices where applicable
  • Payment authorization required before production queue entry
  • Production timelines begin after approval and payment confirmation
  • Rush production available for additional fees with advance arrangement


Service Use & Revisions

  • Prepaid hours can be used for any design service
  • We will apply remaining block towards any new service request
  • If Client submits request that they don't want used towards their block of hours, Client must explicitly notify our team at the time of the request
  • Design Block Clients: Hours do not expire for at least 12 months from purchase
  • Monthly Design Subscription Clients: All open proofs remain active for as long as billing information is current and subscription is maintained


Intellectual Property & File Ownership

  • Final design files will be emailed to Client upon Approval
  • Design files we create belong to the client as long as the invoice is paid in full
  • Delivered files are not editable by Client - all changes must be requested through MSMC
  • Basic content updates (text, pricing, contact info) typically require 15 minutes per revision
  • Additional design changes beyond basic content updates may require additional time
  • Source files may be provided upon request but may incur an additional fee
  • Design concepts remain MSMC property until final payment received
  • Client receives usage rights as specified in service agreement
  • Unauthorized reproduction or modification constitutes breach of agreement
  • Template and design elements may be reused by MSMC for other projects
  • Approved designs delivered in agreed-upon formats (PDF, AI, PNG as specified)
  • Print-ready files include bleeds, crop marks, and proper color profiles
  • Digital formats optimized for intended use (web, email, social media)

Comprehensive Proofing & Approval Process

Proof Delivery & Access

  • All design proofs delivered exclusively through PageProof platform
  • Primary Point of Contact (Approver) receives email notification with secure proof link
  • Proof access remains available until project completion
  • Client may review proofs at their own pace with no imposed deadlines
  • Timeline begins from proof delivery timestamp in PageProof for internal tracking purposes

Approval Authority & Roles


Approver Role (Primary Contact)
  • Only Approvers can send To-Do Lists, which triggers notifications to MSMC team
  • Only Approvers can provide final approval on proofs
  • Designated during kick-off meeting as primary Point of Contact
  • Can invite additional people to proofs and modify workflow permissions within PageProof
  • MSMC creates the workflow and assigns Approver role to client's primary contact

Reviewer Role
  • Can view proofs and add comments/feedback using markup tools
  • All Reviewer comments are visible to MSMC team when Approver sends To-Do List
  • Cannot send To-Do Lists or trigger immediate MSMC notifications
  • Approver must review all Reviewer comments and decide which to mark as "to-dos"
  • Comments become actionable only when Approver marks them as "to-dos" and sends list

Changing Approvers
  • If Approver needs to change, notify MSMC via email, phone, or during meetings
  • MSMC will update the workflow to assign new Approver role
  • Alternatively, current Approver can add/change people directly in PageProof system

Revision Requirements

  • All revision requests MUST be submitted through PageProof using the markup tools (red pen)
  • Email, phone, or verbal requests are not accepted as official revisions unless confirmed in writing by MSMC team on a case-by-case basis
  • Use red pen tool to place markup and comments on specific locations
  • Approver must mark comments as red "to-dos" and click "SEND TO-DO LIST" to notify MSMC
  • Only marked "to-do" comments will be actioned - unmarked comments are ignored
  • Generic comments like "make it better" or "I don't like it" are insufficient and will be returned for clarification
  • Major scope changes (significant content additions or design concept changes) may require discussion with design team

Two Possible Actions: Send To-Do List or Approve


Send To-Do List
  • Approver marks comments as red "to-dos" for changes needed
  • Unmarked comments will not be actioned by MSMC
  • Clicking "SEND TO-DO LIST" triggers notification to MSMC team
  • Initiates new proof cycle with applicable timelines
  • Only Approvers can send To-Do Lists - Reviewers cannot trigger this action

Approve
  • Design is final and ready for production
  • All comments must be unmarked (not marked as to-dos)
  • Clicking "APPROVE" closes the project and triggers production queue if printing required
  • Cannot be modified once approved without initiating new revision cycle
  • Client acknowledges all content accuracy and design satisfaction

Content Accuracy & Client Responsibility

  • Client is solely responsible for accuracy of all menu items, prices, descriptions, and contact information
  • MSMC performs design and layout services, not content verification
  • Final approval constitutes Client confirmation of all content accuracy
  • Post-approval content errors require new revision cycle and associated fees
  • Client approval constitutes acceptance of all design and content elements
  • MSMC not liable for Client-approved content errors or omissions
  • Post-production changes to approved designs incur full revision fees
  • Client indemnifies MSMC against third-party claims related to approved content

Technical Requirements & PageProof Tools

  • Client must maintain current browser compatibility for PageProof
  • Mobile access supported but desktop review recommended for accuracy
  • Screen resolution minimum 1024x768 for proper proof viewing
  • Client responsible for IT support for PageProof access issues

Key PageProof Tools:

  • Red pen markup tools: Add pins, lines, boxes, or freehand drawing to mark specific areas
  • Comment system: Write detailed feedback attached to markup locations
  • @ mentions: Tag other reviewers in comments
  • To-Do marking: Approvers mark comments as red "to-dos" for action
  • Send To-Do List button: Only Approvers can trigger MSMC notifications
  • Approve button: Final approval closes project


Emergency Changes & Communication

  • After-hours or weekend requests accommodated when possible
  • Emergency defined as: health code violations, legal compliance, or temporary closure notices
  • Standard marketing changes processed during normal business hours
  • Emergency requests require phone or email confirmation with Project Manager
  • If unable to use PageProof, email support@mainstreetmenuclub.com with feedback
  • Email, phone, or verbal change requests may be accepted on a case-by-case basis with written confirmation receipt from MSMC team
  • MSMC will confirm receipt within 24-48 business hours
  • Regular follow-up communications may be sent to maintain project momentum
  • Client may respond when convenient without deadline pressure

Dispute Resolution

  • Design disagreements escalate to Senior Design Manager
  • Content disputes require Client documentation of source materials
  • Timeline questions reference PageProof delivery timestamps
  • Final authority rests with MSMC Creative Director for design matters

PageProof Platform

PageProof is an integral part of the Main Street Menu Club proofing process and is used for all designed menus and graphics. When Main Street Menu Club has a proof ready for Client review, the design team emails the Point-Of-Contact(s), or Approver(s), a link to the proof that opens the item in PageProof.  Any official communication about a proof – either To-Dos or Approvals – must be entered into the PageProof platform for Main Street Menu Club to take next action steps.  This process allows Main Street Menu Club to keep track of edits, versions, and streamline communication between the member(s) of Client’s team and the Main Street Menu Club design team. 


Client must enter their edits into PageProof using the Red Pen tool and comment box. Once Client is finished reviewing the proof and all revisions have been entered for the current version, Client must click on the green
SEND TO-DO LIST button. If this button is not clicked, then Main Street Menu Club will not get notified that revisions are needed and to work on the next version. It’s important to note that only a user assigned as an Approver on the proof will be able to perform this action. If Client is unsure what their role on the proof is, they should email support@mainstreetmenuclub.com.


You are not an Approver if the green button says
FINISHED with dropdown that reads “Changes Please” or “Approved”. If you are NOT an Approver, the feedback you submit will be added to the proof but will not be received by Main Street Menu Club until an Approver SENDS TO-DO LIST. Client should make sure they are logged in with the email address that the proof was sent to. This email will indicate what Client role is on the proof. If Client is assigned as Reviewer and not Approver, they will not be able to take action on the proof. They must either contact the Approver on their team or reach out to support@mainstreetmenuclub.com to notify them that action is required.


If Client has trouble using the PageProof platform, they can email their edits to
support@mainstreetmenuclub.com and Main Street Menu Club will enter the comments into PageProof on behalf of the Client. However, sending revisions or providing feedback this way may delay turnaround time. 


Main Street Menu Club is always available to provide a demo on how to use PageProof if requested by the Client.

Approvers must take action on a proof by clicking one of two green buttons;

APPROVE or SEND TO-DO LIST

as shown in the examples above.

User role: Approver

User role: Reviewer


You are not an Approver if the green button says FINISHED, as shown in the example below.

Print Quality & Reprint Policies

Courtesy Reprint Discount for Misprints

  • 30% discount available if misprint occurs due to error in approved file
  • The misprinted design must be an MSMC-supported design (digital assets created and maintained by MSMC)
  • Client must notify us within 7 days of receiving misprinted order
  • All design changes must be submitted and approved using PageProof
  • Design time for correcting misprints will not be deducted from prepaid design block

Print Quality Issues

  • MSMC assumes cost of reprint for physical print quality defects (product damage, color inconsistencies, ink blotching, etc.)
  • Contact us immediately for non-design-related print defects
  • Files released to production only after final Approved status

Legal and Liability Terms

Approval Liability

  • Client approval constitutes acceptance of all design and content elements
  • MSMC not liable for Client-approved content errors or omissions
  • Post-production changes to approved designs incur full revision fees
  • Client indemnifies MSMC against third-party claims related to approved content

Data and Confidentiality

  • All proof communications logged and retained for 12 months
  • Client information handled according to MSMC Privacy Policy
  • Confidential client information not disclosed to third parties
  • PageProof access logs maintained for dispute resolution


To submit questions or feedback, please email support@mainstreetmenuclub.com.

Onboarding Process

Required Steps

  • Kick-off call with Project Manager/Design Specialist OR completed Onboarding form with skip-meeting instructions
  • Full menu list or current active menu provided (partial lists not accepted)
  • Appointment of primary Point of Contact (Approver) for all design communications
  • Items sent to support@mainstreetmenuclub.com, uploaded online, or via Onboarding form

Timeline & Process

  • Project scheduled only after receiving onboarding requirements above
  • MSMC starts with single menu of Client's choice (primary in-store menu recommended)
  • First menu turnaround: up to 2 weeks (10 business days) from receiving onboarding items
  • Proof link delivered before Project Check-in meeting, typically at least one day in advance for review
  • Subsequent menus available after approval of initial design
  • Onboarding ends when first project receives approval

Turnaround Times

  • Onboarding Design (First project): Up to 2 weeks (10 business days) from kick-off meeting - proof link sent before Project Check-in meeting, typically at least one day in advance for client review
  • Subsequent New Designs: Up to 5 business days depending on project complexity (may take longer for first draft or if waiting on information from client)
  • Revision To-Dos: 1-2 business days for content edits (may take longer for design changes beyond basic content updates)


*All timelines apply when requests are submitted through PageProof as specified in our proofing process.

Design Blocks & Non-Subscription Work

Design Blocks (Prepaid Time)

  • Prepaid design blocks (time) at discounted rates (bigger blocks = lower rates)
  • Blocks never expire and apply to any services: menu design, logo design, website design, promotional graphics, email blasts, SMS blasts
  • Hours do not expire for at least 12 months from purchase
  • Clients can request a quote and purchase design blocks in advance for discounted rates

Non-Subscription Projects

  • Clients have two payment options:
  1. Request quote and purchase design block in advance for discounted rates
  2. Hourly billing at $150/hour - billed upon project completion or after 30 days of no client response
  • All work tracked and billed hourly - no set revision limits
  • Project complete upon approval submission

Converting Hourly Projects to Design Blocks

  • Clients can purchase a design block after hourly project has begun
  • Design block must be at least as many hours as the estimated project time
  • Total amount due at time of block purchase cannot exceed the design block cost
  • Conversion allows client to benefit from discounted block rates mid-project by committing to more hours

Subscription Terms & General Policies

  • Agreement becomes effective on date accepted by MSMC and continues month-to-month
  • MSMC may terminate immediately if: (i) Client fails to pay fees when due, (ii) Client ceases cooperation or makes service delivery difficult, or (iii) Client uses services for illegal purposes
  • Terms may be updated periodically - current version always available at mainstreetmenuclub.com/termsandconditions
  • Client subject to most current terms and conditions
  • To discontinue service due to term updates, contact support@mainstreetmenuclub.com

Menu Sync Subscription


Enrollment & Billing
  • Setup fee plus first month due upon enrollment
  • Monthly billing begins after 30 days, renewed every 30 days thereafter
  • Credit card required for program enrollment and services
  • 48 business hours notice required for cancellation to avoid next month's charge
  • No refunds issued - service continues through end of billing period if cancelled after payment

Service Features
  • Unlimited new design requests (worked consecutively in order received)
  • Unlimited updates to supported menus (worked concurrently)
  • Supported menus are digital assets created by MSMC and sent as proofs
  • Subscription based on usage: If work requested exceeds monthly time allocation, Client must either purchase additional hours or wait until next month for subscription reset
  • Access only available while enrolled - cancellation closes all open proofs

Cancellation Effects

  • Client may pause or cancel plan at anytime, but must provide a minimum of 48 business hours notice before next billing date to not be charged for the upcoming month (ex: if next billing date lands on a Tuesday, Client must notify Main Street Menu Club the Friday before)
  • If Client cancels after payment for that month is deducted, they will receive service for the remainder of the billing period. No refunds are issued
  • All open proofs (items "In Proofing") will be Closed and Client will no longer be able to submit revisions to Main Street Menu Club unless they reactivate their plan
  • This refers to anything that requires us to open or modify the working file in design software
  • Client will have access to the latest version of their file, along with all other supported digital files created by Main Street Menu Club, at any time via their digital asset dashboard
  • They can request this link from Main Street Menu Club at anytime
  • Delivered files are not editable by Client - future changes require re-enrollment or hourly billing
  • Re-enrollment required for further edits, or $150/hour project rate applies
  • Basic content updates typically require 15 minutes per revision when re-engaging

Subscription Pauses & Payment Issues

  • For Clients who pause their subscription, or if credit card gets declined and they don't provide an updated credit card within 7 business days to resolve payment issue, all open proofs are Approved by Main Street Menu Club
  • Upon Approval, Client will be emailed the high resolution files of the latest version that was sent to them
  • This email is sent to the primary contact stored for their Account
  • Client should contact support@mainstreetmenuclub.com if they did not receive the files or need these files sent to a different email address
  • Client may contact support@mainstreetmenuclub.com at any time to enroll back into Menu Sync or to resolve payment issues
  • If Client's credit card declines but they wish to continue service, Client can contact support@mainstreetmenuclub.com to receive a new link where they can enter updated credit card information through a secure Stripe payment form
  • Stripe encrypts sensitive data both in transit and at rest

Working Files & Future Changes

Upon request, Main Street Menu Club will send packaged working files of supported design files, ONLY if there are no outstanding payments due. Once Main Street Menu Club releases these files, they are no longer responsible for keeping the latest version up-to-date.

Important Notes About Design Files:
  • Delivered design files are not editable by Client - all modifications must be requested through MSMC
  • Client may request changes to any delivered files at any time
  • Basic content updates (text, pricing, contact information) typically require 15 minutes per revision
  • Additional design changes beyond basic content updates may require additional time
  • Future changes to released files will be billed at $150/hour or covered under active Menu Sync subscription

Web Sync Subscription

Service Features

  • Setup fee plus first month due upon enrollment
  • Monthly billing after 30 days, credit card required
  • Includes: ongoing website management, unlimited content updates, website hosting, and support
  • Site maintenance: adding/editing pages, basic e-commerce (gift cards, catering deposits), form integrations, pop-ups, style theme adjustments
  • E-commerce functionality available at higher subscription tier
  • Custom development work may incur additional fees or may not be supported

Onboarding Process

  • Kick-off call with Onboarding specialist (or completed form for redesigns only)
  • Appointment of primary Point of Contact required
  • Client responsible for domain purchase - MSMC only manages website hosting
  • Domain login information and DNS access required for website publishing and to make website live
  • Website mockup turnaround: 2 weeks (10 business days) from kick-off
  • Standard process includes 1 kick-off meeting and 1 project check-in during onboarding
  • Additional meetings can be scheduled as needed during onboarding period
  • Clients can schedule meetings as needed while enrolled in Web Sync or Menu Sync subscriptions

Website Hosting

Standard Website Hosting

  • Required for all websites hosted on our platform
  • All new websites must have at least basic website hosting subscription
  • Includes website hosting on MSMC servers
  • Does not include website management or content updates
  • Client responsible for managing their own updates or requesting additional services

Web Sync vs. Standard Hosting

  • Web Sync: Includes hosting + unlimited updates + ongoing management + support
  • Standard Hosting: Hosting only - client manages their own updates

Website Transitions & Termination

  • If at some point in the future the agreement ends and the Client wants to move in a different direction with their website management service they have two (2) options:
  1. Client can pay Main Street Menu Club $50 per month to continue hosting on the Main Street Menu Club server. Access to website platform will be given to Client so they can manage updates elsewhere.
  2. If Client has an IT provider that understands how to transition the website, we will provide a backup that they can use at no additional charge. Main Street Menu Club is not responsible for the transition of the website to another server.
  • If client is in arrears more than 30 days, Main Street Menu Club reserves the right to suspend the website until payment is made
  • Upon cancelation of Website Hosting with Main Street Menu Club, and if requested, Client will receive a .zip folder containing published site's content including the files that appear on the live site, like HTML, JavaScript, CSS, images, media files and more
  • This does not include external content and data like the online store, dynamic pages, first-party ordering, apps, blog, etc. Available for published sites only
  • Upon termination of this Agreement, Client is given sixty (60) days from the effective date of termination to move its website to another website host
  • If Client has not, by the end of sixty (60) day period, moved its website to a new website host, Main Street Menu Club shall have the authority and right, without notice to or the consent of Client, to remove Client's website from Main Street Menu Club's server, with no liability to Main Street Menu Club for such removal
  • MSMC hosts website but not email
  • Email setup available through IT provider or MSMC recommendation (additional fees apply)

ADA Compliance

Unfortunately, there is no clear legal definition of website compliance with the ADA. Our accessibility tools help you on your path to comply with the WCAG 2.1 AA guidelines, which many U.S. and international jurisdictions use as a general guideline to determine accessibility compliance. However, certain types of businesses and certain jurisdictions may have some added requirements, so please check with your counsel to confirm compliance.


As the site owner, you are responsible for reviewing and complying with local legislation applicable to you or your site visitors. While Main Street Menu Club cannot guarantee that the use of our services is compliant with all accessibility laws and worldwide regulations, we aim to provide features and services that can help you create accessible websites efficiently. Compliance varies by industry and specific business requirements.


All sites include the following features to assist you on your path to accessibility compliance:


AI-Powered alt text

Optimize website accessibility for screen reader users by using our AI Assistant to generate instant, relevant alt text for your images.


Keyboard navigation

Not everyone uses a mouse or trackpad to navigate a website, so Duda tries to rely on standards based browsers features, which make sure that keyboard navigational features work out of the box.


Site language definition

We set the language of the website automatically, based on what you’ve set in the site settings. This ensures screen readers can determine the language of the website and assist users in the right language.

Where possible, the platform leverages semantic HTML elements. For example, headers use header tags (<h1>). This ensures the best accessibility functionality, as it’s already baked into browsers and supported by screen readers.


Focus highlight

Elements which can be interacted with will be highlighted as users navigate via keyboard. Focus highlights automatically appear when a user navigates via keyboard.


Skip to content

Skip to content allows keyboard users to navigate directly to the main content of the page. This way they can easily get to the content they need.


AI-Powered alt text

Optimize website accessibility for screen reader users by using our AI Assistant to generate instant, relevant alt text for your images.


Keyboard navigation

Not everyone uses a mouse or trackpad to navigate a website, so our platform tries to rely on standards based browsers features, which make sure that keyboard navigational features work out of the box.


Site language definition

We set the language of the website automatically, based on what you’ve set in the site settings. This ensures screen readers can determine the language of the website and assist users in the right language.

Where possible, our platform leverages semantic HTML elements. For example, headers use header tags (<h1>). This ensures the best accessibility functionality, as it’s already baked into browsers and supported by screen readers.


Focus highlight

Elements which can be interacted with will be highlighted as users navigate via keyboard. Focus highlights automatically appear when a user navigates via keyboard.


Skip to content

Skip to content allows keyboard users to navigate directly to the main content of the page. This way they can easily get to the content they need.

Privacy Policy & Terms of Service Pages

Client is responsible for providing their own Privacy Policy and Terms of Service content. We typically transfer this content from your existing website. If you need assistance drafting new Privacy Policy or Terms of Service pages, we can help for an additional fee, but you must provide us with specific business information and requirements for these legal documents.

Hosting and Email Management

Client is responsible for domain purchase - Main Street Menu Club manages website hosting only. MSMC requires login access to client's DNS settings in order to make the website live and functional.

Client understands that Main Street Menu Club will host their website on our server but not their email. If client requires a solution to manage and maintain email accounts (email@domain.com) then they can set that up with their IT provider or Main Street Menu Club will recommend a provider to configure their email account(s) for them at an additional fee paid to that provider directly.


All new websites require at least a basic website hosting subscription. If at some point in the future our agreement ends and the client wants to move in a different direction they have 2 options for transition of their site: Client can pay Main Street Menu Club $50 per month to continue hosting on the Main Street Menu Club server. If Client has an IT provider that understands how to transition the website, we will provide a complete backup that they can use at no additional charge.

Data & Confidentiality

  • All proof communications logged and retained for 12 months
  • Client information handled according to MSMC Privacy Policy
  • Confidential client information not disclosed to third parties
  • PageProof access logs maintained for dispute resolution
  • Stripe encrypts sensitive payment data both in transit and at rest

SMS Messaging Fees

Standard plan

Includes the following telephone and email usage:

  • Up to 14,000 emails per month. Additional emails will be billed at a rate of $.000709 per email. 
  • 680 minutes of outbound calls per month. Additional outbound calls will be billed at a rate of $.0147 per minute.
  • 1125 minutes of inbound calls per month. Additional inbound calls will be billed at a rate of $.0089 per minute.
  • 1200 text messages. Additional text messages will be billed at a rate of $.00083 per text.

Subscription Terms. Agreement shall become effective on the date accepted by Main Street Menu Club and then continue on a month-to-month basis thereafter if Client enrolls in at least one of the subscription plans listed below. This Agreement may be terminated immediately by Main Street Menu Club if (i) Client fails to pay any fees as and when due hereunder, or (ii) Client ceases to cooperate with Main Street Menu Club or otherwise makes it difficult for Main Street Menu Club to perform the services contracted hereunder, or (iii) Main Street Menu Club discovers that Client is utilizing the services we provide for any purpose that violates federal, state or local law. Client acknowledges that these terms and conditions may be updated periodically. In the event that terms and conditions are updated, Client agrees that they are subject to most current terms and conditions. Main Street Menu Club terms and conditions will always be available for Client to review online at mainstreetmenuclub.com/termsandconditions. If Client wishes to discontinue service based on updates made to the terms and conditions after their enrollment, they must contact support@mainstreetmenuclub.com to take action.

Engagement. Client, by its execution hereof, engages Main Street Menu Club as an independent consultant to perform the services outlined in the proposal above these Terms and Conditions of Service (“Terms and Conditions”). These Terms and Conditions, together with the terms and provisions contained in the proposal above, are hereinafter referred to collectively as the “Agreement.” This is a month to month agreement that can be cancelled at any time with 30 days notice. If campaign is suspended mid-billing cycle, the final amount owed will be prorated. In certain cases, website or design fee may be financed over the course of 2+ months. The cost of the website or design project is deducted at the rate per month outlined in the proposal. After project us paid in full, the website or design is owned outright by the client. If client requests website transfer or working files before 6 months, client will owe the balance minus the amount paid as per the above terms. 

Fees and Payments. During the Term, Client agrees to pay in full when due the monthly fees for the service selected by Client. The first monthly fee shall be due upon acceptance of this Agreement by Main Street Menu Club. All subsequent monthly fees under this Agreement shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10, etc.). Client acknowledges and agrees that any fee not paid within ten (10) days after its due date shall bear interest at the rate of 1.5% per month from such tenth (10th) day until paid. Once paid, all fees shall be nonrefundable. Main Street Menu Club reserves the right, at any time, to increase the monthly and other fees charged by Main Street Menu Club for the services provided hereunder upon forty-five (45) days’ prior notice to Client.

Timing. Main Street Menu Club will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Main Street Menu Club. MainStreet Menu Club shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Main Street Menu Club’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructionspursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Main Street Menu Club’s obligations under this Agreement.

Client Authorization. Client authorizes Main Street Menu Club to (i) access without limitation Client’s website to analyze its content and structure; (ii) to alter Client’s website as necessary or desirable in Main Street Menu Club’s sole and absolute discretion for purposes of search engine optimization, and for any other purpose agreed to by Client and Main Street Menu Club; (iii) upload such pages and content to the Client’s website as Main Street Menu Club deems appropriate in its sole and absolute discretion for purposes of search engine optimization; (iv) make use of all of Client’s logos, trademarks, copyrights, website images and similar items to create informational pages and for other uses deemed necessary by Main Street Menu Club to provide the services subscribed for hereunder; and (v) communicate with third parties as Main Street Menu Club deems necessary in its sole discretion to perform Main Street Menu Club’s services hereunder, including but not limited to Client’s designer.

Client Acknowledgments. Client makes the following acknowledgments: (i) that Main Street Menu Club cannot control or exert influence over the policies or operations of any search engine companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties; (ii) that Main Street Menu Club will not be responsible for any changes or alterations to Client’s website made by Client or any third parties that negatively impacts the rankings or visibility of Client’s website; (iii) that because the results of the services to be provided by Main Street Menu Club hereunder depend upon a number of factors outside of Main Street Menu Club’s control, Main Street Menu Club cannot guarantee the results of its services to Client; (iv) that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, Main Street Menu Club cannot guarantee that Client’s website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings; (v) that certain search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”); (vi) that search engines will, from time to time, drop listings without specific causes; and (vii) that while Main Street Menu Club shall use commercially reasonable diligence to promptly submit and/or effect a change in rankings of Client’s website, some search engines may take several months or longer to list and/or effect a change in rankings.

Force Majeure. Main Street Menu Club shall not be liable for, nor considered to be in breach under this Agreement due to, delay or failure to perform under this Agreement as a consequence of any conditions that are beyond Main Street Menu Club’s reasonable control after exercising commercially reasonable efforts.

Disclaimers of Liability. IN ADDITION TO ANY DISCLAIMERS OF LIABILITY FOUND ELSEWHERE IN THESE TERMS AND CONDITIONS, Main Street Menu Club SHALL NOT BE LIABLE TO CLIENT FOR INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, LOST PROFITS, WHETHER FORESEEABLE OR BASED ON BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY OR NEGLIGENCE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, NOT WITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED IN THIS AGREEMENT. Main Street Menu Club MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR THIRD PARTY CONTENT OF, OR SOFTWARE, EQUIPMENT OR HARDWARE OBTAINED FROM, ANY THIRD PARTIES. Main Street Menu Club will not be responsible for results due to any alterations or overwrites made to a website by another party, as Client understands that this can adversely affect the search engine rankings of Client’s website(s), nor for the effect of Client linking to any particular websites without the prior consultation and approval of Main Street Menu Club.

Client Representations and Warranties; Indemnity. Client represents and warrants to Main Street Menu Club the following: (i) that Client owns the URL listed on this Agreement; and (ii) that Client owns or has the absolute and unrestricted right to use and to grant to Main Street Menu Club the right to use all graphics, photos, designs, intellectual property and artwork, and any element or elements thereof, that Client furnishes to Main Street Menu Club. Client indemnifies and holds harmless Main Street Menu Club’s owners, officers, directors and employees from and against any and all liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and costs incurred at trial, appeal or other legal proceeding) arising out of or with respect to any breach by Client of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure by Client to comply with any covenant of Client contained in this Agreement. If Client is a company, the individual signing this Agreement represents and warrants that the execution of this Agreement has been authorized by all necessary action of the Client, and that the undersigned has full authority to sign on behalf of and bind the Client hereunder.

Miscellaneous. This Agreement may not be assigned by Client without the prior written consent of Main Street Menu Club which may be withheld or denied by Main Street Menu Club in its sole and absolute discretion. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. The prevailing party in any suit, action or proceeding (including, but not limited to, an arbitration proceeding) arising out of or in connection with this Agreement, shall be entitled to an award of reasonable attorneys’ fees, costs and disbursements incurred by it in connection therewith. Any failure by Main Street Menu Club to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. All previous communications about the subject matter of this agreement, either oral or written, are hereby abrogated and withdrawn, and this agreement constitutes the entire agreement between Client and Main Street Menu Club with regard to the subject matter hereof. No terms, conditions, understandings, or agreements purporting to modify or vary the terms of this document shall be binding unless hereafter made in writing and signed by both Client and Main Street Menu Club. There are no third party beneficiaries of or to this Agreement or any of the provisions hereunder. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Any signature to this Agreement that is transmitted by fax or email transmission shall be considered an original signature for all purposes. It is the intent of the parties hereto that all provisions of this Agreement shall be enforced to the fullest extent possible. Accordingly, if any arbitrator determines that the scope and/or operation of any provision of this Agreement are too broad to be enforced as written, the parties hereto intend that the arbitrator should reform such provision to the minimum extent necessary to render such provision enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision was never a part of this Agreement. The rule of construction that an ambiguity in a contract will be construed against the drafter is hereby waived by both parties hereto.

Governing Law/Arbitration. This Agreement shall be governed by and under the laws of the State of New York without regard to conflict of laws principles. Any controversy or claim arising out of or under, or relating to, this Agreement, including but not limited to authority to sign this Agreement, contract formation issues, fraud or the breach of any provision hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in any arbitration hereunder, the arbitrator shall have no authority to award any relief outside the scope of all disclaimers stated in this Agreement. All arbitration proceedings brought hereunder shall be located exclusively in Suffolk County, New York.

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