SUPPLEMENTAL CONTRACT TERMS 

These supplemental contract terms (the “Supplemental Terms”) are hereby incorporated by reference into each iPad eMenu Order Form (the “Order Form”) entered into by and between eMenu International, Inc. (“eMenu International”) and a customer (a “Customer”) for the supply of an iPad menu solution (the “eMenu Solution”), comprised of eMenu Apple iPad menus (the “eMenu iPads”), a proprietary eMenu Software Application and Interactive Menu Management System (the “Software”), and professional photographs of Customer menu items displayed on the eMenu iPads through the Software (the “Food Photos”).  Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Order Form

• 1. LICENSE GRANT. eMenu International hereby grants Customer a non-exclusive, revocable, royalty-free, non-transferable, and non-sublicensable license (the “License”) to use the Software and the Food & drinks Photos and videos solely and exclusively as integrated into the eMenu iPads with the eMenu Solution for the purpose of facilitating Customer’s restaurant patrons to order food and beverages at Customer’s restaurant premises identified in the Order Form, and for no other purpose and in no other location. The License shall terminate upon termination or expiration of an Order Form.  eMenu shall have the right to terminate the License with immediate effect upon Customer breach of an Order Form.  

• 2. IPAD LEASE GRANT. eMenu International hereby grants a revocable lease (the “iPad Lease”) to the Customer for use of the eMenu iPads described in the Order Form with the Software and Food & Drinks Photos and videos with the eMenu Solution solely and exclusively for the purpose of facilitating Customer’s restaurant patrons to order food and beverages at Customer’s restaurant premises identified in the Order Form.  The iPad Lease shall terminate upon termination or expiration of an Order Form.  eMenu shall have the right to terminate the iPad Lease with immediate effect upon Customer breach of an Order Form.  Upon termination of the iPad Lease, the Customer shall return all eMenu iPads without delay.  The Customer shall be charged a daily fee of One Hundred Dollars ($100.00) per eMenu iPad for each day that the Customer retains possession of the eMenu iPads following the termination, expiration, or breach of the Order Form.

• 3. IP OWNERSHIP. Exclusive title to all intellectual property rights subsisting in or related to the Software, the Food & Drinks Photos, the Food and drinks videos and eMenu International’s name and branding (the “Trademarks”) are owned exclusively by eMenu International. The Customer shall not obtain any ownership rights in the eMenu Solution, the eMenu iPads, the Software, the Trademarks, or the Food & Drinks Photos and Videos based upon Customer’s exercise of the iPad Lease and the License hereunder.

• 4. LIMITATION OF LIABILITY. Neither Customer, nor eMenu International shall be liable to the other for incidental, indirect, or consequential damages of any kind.

• 5. LIMITED WARRANTY. The Software is provided “as is” and without warranty of any kind. eMenu International does not warrant that the Software will be error free or uninterrupted in its use or operation. eMenu International’s obligation under this Limited Warranty is limited to the replacement or repair of eMenu iPads and updates and bug fixes of the Software as provided in the Order Form.

• 6. CONFIDENTIALITY. In connection with the supply of the eMenu Solution, eMenu International will disclose to the Customer proprietary and confidential information (“Confidential Information”) in written and non-written form, including sales and pricing terms and conditions. Customer is prohibited from disclosing any such Confidential Information, except to employees and contractors who have signed written non-disclosure undertakings. 

• 7. LATE PAYMENT. If a Customer is seven (7) or more days late in making a payment due to eMenu International pursuant to the Order Form, then the License and the Lease shall be automatically suspended forthwith. If a customer is thirty (30) or more days late in making a payment due to eMenu International, then the License and the Lease shall be automatically terminated and shall be without further force and effect. Any costs suffered by eMenu International related to such non-payment will be covered by the Customer. 

• 8. SECURITY INTEREST. As a condition to the grant of the iPad Lease, Customer hereby grants to eMenu International a continuing, first priority security interest in and lien in all eMenu iPads delivered to the Customer. The Customer authorizes eMenu to file a Uniform Commercial Code financing statement to perfect the aforementioned security interest in the eMenu iPads.

• 9. GOVERNING LAW AND JURISDICTION. The Order Form and these Supplemental Terms are governed solely and exclusively pursuant to the laws of the state of New York. Any dispute between Customer and eMenu shall be brought exclusively in the New York State or Federal Courts in New York County. Customer expressly consents to personal jurisdiction in New York and service of process via electronic mail.

• 10. INTEGRATION. The Order Form and these Supplemental Terms constitute the entire agreement between the parties with respect to the subject matter hereof. Any modification of the Order Form or Supplemental Terms shall be memorialized in a written instrument signed by the parties.