The terms behind your Happy Meal Prep account.

Happy Meal Prep is operated by Combustion Innovation Group, Inc. d/b/a Happy Meal Prep, a New Jersey corporation.

ARTICLE 1: The Platform

Description of Platform and Services. Client’s subscription to the HMP Platform includes the following basic products and services: 1.

1.1. Design and implementation of a website for Client, accessible at the domain address already owned or to be purchased by Client. The website will be designed using HMP’s web-development templates and shall include a menu, as well as photographs and descriptions of menu items available for order by Client’s customers. HMP shall complete the build-out of the Client’s website not later than the thirtieth (30th) day after the Effective Date of this Agreement. 1.

1.2. An online ordering and payment processing portal (as part of the website). 1.

1.3. Maintenance services for the Platform for the term of this Agreement.

1.2. Additional Services and Options

Client may also purchase additional products and services in the form of integrated iOS and Android mobile applications, customized website upgrades, branding services, and marketing services. Client’s election to purchase such additional services is set forth in the Order Form (wherein this Terms of Service is referenced and made part thereof). Notwithstanding the Client’s elections set forth on the Order Form, Client may purchase additional services, options, and upgrades from HMP at any time during the term of this Agreement. Any charges for additional services, options, and upgrades ordered by Client subsequent to the Effective Date of this Agreement shall be billed separately from the Contract Price. 2.1.

ARTICLE 2: Term Of Agreement

Term. The Initial Term of this Agreement shall be for twelve (12) months commencing on the first business day after HMP receives from the Client a properly-executed Order Form in the format annexed hereto as “Schedule A” (referred to herein as the “Effective Date”). As used elsewhere in this Agreement, the word “Term” includes any renewal or extension of the Initial Term, up to the Termination of this Agreement.

2.2. Set-Up Period

The first thirty (30) days following the Effective Date shall be designated for design, development, and implementation of the basic products and services described in Section 1.1 of this Agreement. Client acknowledges that development efforts take time, and that basic products and services of the HMP Platform may not go live until the end of the Set-Up Period. HMP will not interrupt access to the Client’s current internet presence and services until the Platform’s Basic Products and Services are ready to go live.

2.3. Trial Period

Client may cancel this Agreement without penalty by delivering a notice of cancellation to HMP on or before the ninetieth (90th) calendar day following the Effective Date. In the event of such cancellation, Client will only be responsible for payment of the Onboarding Charge described in Section 3.1.1, below, and the monthly installments (see Sections 3.1.2 – 3.1.3, below) due from the Effective Date up to and including the date that the cancellation notice is delivered to HMP. 3.1.

ARTICLE 3: Charges

Payment by Client. In exchange for the products sold and services rendered by HMP, Client agrees to pay HMP as follows: 3.

1.1. One-Time Onboarding Charge

Client shall pay HMP a one-time Onboarding Charge which will be negotiated with Client and listed on the Order Form for account set-up, which payment shall be remitted upon the execution of this Agreement. This Onboarding Charge is non-refundable administrative charge and is not included in the Contract Price. 3.

1.2. Contract Price

Client shall pay HMP the total amount of the annual contract price set forth on the Client’s Order Form (referred to herein as the “Contract Price”) in either a lump-sum or in equal monthly installments of paid over the twelve (12) month term of this Agreement. Upon each Renewal of this agreement, the Contract Price shall increase by 5%. The Contract Price (if paid as a lump sum) or first installment of the Contract Price (if paid by installments) will be pro-rated from the Effective Date to the last day of the first month of service. 3.

1.3. Manner of Payment

Unless paid in full on the Effective Date, Client shall remit the Contract Price in monthly installment payments due in advance of services rendered by HMP. Client’s monthly installment payments shall commence on (a the launch of the website or b) ninety (90) days after the Effective Date of this Agreement, whichever comes first, and continue to be due and payable not later than the first (1st) day of each month thereafter. Invoices for additional services or charges shall be paid within fifteen (15) days of invoicing. If client elects to pay the Contract Price on a monthly installment basis, then Client will must remit payments by automatic recurring credit card or debit card charges, automatic recurring clearing house payments, or automatic recurring wire transfer. Client authorizes HMP to charge such accounts using the information supplied on Client’s Order Form (or using such other payment method as Client directs by subsequent notice to HMP). If Client elects to send a check as payment, Client authorizes HMP either to use information from Client’s check to make a one-time electronic funds transfer from Subscriber's bank account or to process the payment as a check transaction. Late Payments, Other Fees. Failure to pay the total balance when due (including checks returned for insufficient funds) shall constitute a breach of this Agreement and may be grounds for termination of products and services sold hereunder, and/or the imposition of a late fee (referred to herein as a "Late Fee") in accordance with applicable law. Client can avoid incurring Late Fees by paying monthly installments promptly. Any Late Fee imposed on Client is intended to be a reasonable advance estimate of costs of managing past due accounts. The Late Fee is not interest, a penalty, a credit service charge or a finance charge. Failure to receive a bill does not release Client from the obligation to pay HMP. In addition to Subscriber's monthly installment charges and any Late Fee, additional fees may be imposed, including fees for returned (bounced) checks, credit or debit card processing fees, as well as fees for receiving a paper bill, charge card chargeback, and early termination. HMP shall be entitled to collect from, and may also impose, additional charges for collection activities if the same are required to recover past due balances from the Client, including any collections fees, attorney fees and court costs actually incurred by HMP.

3.2. Third Party Charges

In connection with Client’s use of the HMP Platform, Client may be able to access, subscribe to, use and/or purchase products, services, software or applications that are provided to Client by third parties ("Third Party Providers"). Client acknowledges that it may incur charges in connection with the any subscription to, purchase or use of such Third Party Provider products, services, software or applications. All such charges, including any additional fees and applicable taxes, shall be paid by Client to the Third Party Provider and are not the responsibility of HMP. Credits or billing adjustments for products, services, software or applications billed by a Third Party Provider shall be subject to the stated billing practices of that Third Party Provider. Termination of a service or subscription offered for a separate charge billed directly by a Third Party Provider shall be effected in accordance with the Terms of Service or similar agreement between the Client and the Third Party Provider

3.3. Taxes

Client agrees to pay any local, state or federal taxes imposed or levied on or with respect to the Platform or service charges incurred with respect to the same.

ARTICLE 4: Reserved

ARTICLE 4: [RESERVED]

ARTICLE 5: Billing Disputes And Credits

5.1. Billing Disputes

Client agrees to pay all undisputed monthly charges and all applicable fees and taxes due to HMP each month, and to notify HMP in writing of any disputed items or requests for credit within thirty (30) days of the date of any interruption of service, error, event, or receipt of an invoice containing any disputed item(s) for which correction of an error or credit is sought. The Client shall provide HMP with sufficient information and documentation to enable HMP to investigate the dispute, and cooperate with HMP’s inquiries relating to its investigation of the same. The Client’s failure to promptly notify HMP of a dispute, or to cooperate with HMP’s investigation of a dispute, may result in a waiver of the Client’s rights to a credit.

5.2. Billing Adjustments

HMP may provide, in its sole discretion, a billing adjustment or refund in relation to the unlikely event of Platform downtime or interruption of services. Any such billing adjustment or refund will be accomplished by a credit on a subsequent invoice or monthly installment due from Client unless otherwise required by applicable law. Except as otherwise expressly provided in this Agreement, the liability of HMP, its officers, shareholders, directors, employees, affiliates, vendors, carrier partners, content providers and other persons or entities involved in providing the Services or Equipment (collectively, the "HMP Parties") for damages shall in no event, by reason of any delays, interruptions, omissions, errors, failures or defects in implementation or service, exceed an amount equal to the Client’s monthly installment charge. No credit allowance will be made for interruptions of Service that are: 5.

2.1. due to the Client’s negligence or noncompliance with the provisions of this Agreement, including but not limited to a failure to pay charges incurred and due to HMP; 5.

2.2. due to the negligent or intentional conduct of any person other than HMP including, but not limited to, the Third Party Providers, DNS Attacks, or other ; 5.

2.3. due to the failure or malfunction of the Client’s own equipment or third party equipment; 5.

2.4. during any period in which HMP is not given full and free access to its facilities and Equipment for the purpose of investigating and correcting interruptions; 5.

2.5. during any period when the interruption is due to implementation of a Client order for additional products, services, or upgrades; or 5.

2.6. due to circumstances or causes otherwise beyond HMP’s control.

5.3. Limitation of Refund

Unless otherwise provided by applicable law, in the event any amounts owed by HMP to Client are not claimed by Subscriber within six (6) months of the date on which HMP offered the refund to Client, then Client shall forfeit all rights to such refund and all such amounts shall become the property of HMP.

5.4. Collection of Owed Funds

In the event that HMP is required to collect funds from the Client (such as a past due account), Client will be billed for all of HMP’s collection fees (legal, accounting, etc..).

5.5. Soft Assets

In the event that the Client is in default (such as a past due account) or refuses to pay its bill, HMP shall have right, in any manner it sees fit, to use or resell the Client's customer lists, recipes, or other such "soft assets" in an attempt to reconcile its debts.

ARTICLE 6: Early Termination Provisions

6.1. Payment of Outstanding Balances Due Upon Termination. If Client terminates this Agreement without cause, or if the Client downgrades its election for additional products, services, and upgrades before the conclusion of the Term of this Agreement (including any Renewal), or if this Agreement is terminated for reason of the Client’s Default, then Client agrees to pay HMP all outstanding charges due under this Agreement, inclusive of charges for such products, services, and/or upgrades which you have been paid prior to termination. Client further agrees that HMP may automatically charge such outstanding balances to your account and to any credit or debit card that Client has provided to HMP for billing purposes. Early Termination Fee. The Client understands that HMP has offered its Platform and related services to the Client on an installment-based payment model in an effort to make high-quality website design with integrated payment processing and ordering applications affordable to young businesses. Accordingly, the Client understands that the costs associated with the tailored design, development, implementation, and maintenance of the Platform for the Client’s purposes have been spread out over the course of this Agreement. Accordingly, in the event that the Client terminates this Agreement prior to the conclusion of its Term, then Client agrees to pay HMP 50% of the total Contract Price that remains unpaid by installments at the time of such termination as a termination fee. The Parties agree that this termination fee is a liquidated damages clause rather than a penalty, as it is designed to compensate HMP for the fair value of design and development efforts that have been spread out over the course of the installment provisions of this Agreement, and which sum may be difficult to calculate or quantify for the purpose of establishing a certain sum of damages in a judicial proceeding. The Parties further agree that the Termination Fee represents a fair and reasonable estimation of the damages that would actually be incurred by HMP in the event of early termination.

ARTICLE 7: Property Rights

7.1. License for Use of Platform

HMP owns the Platform and all work produced by or at the direction of HMP pursuant to this Agreement (the “Deliverables”). Client is hereby granted a limited license, for the duration of the Term of this Agreement, for its use of the HMP Platform and the Deliverables. The Client expressly disclaims any “work-for-hire” arrangement (as that term is defined in Section 101 of the U.S. Copyright Code, as may be amended or supplemented from time to time) with respect to the Platform, inclusive of the website, applications, and any other design or development services rendered hereunder, and further acknowledges that HMP shall own all rights to (i) programming and machine code written by or at the direction of HMP, (ii) the physical embodiments of all deliverables provided to Client hereunder; (iii) copyrights in any works owned or authored by HMP that have been included in or authored in connection with the Deliverables; and (iv) patent rights and rights in any inventions described or embodied in the Deliverables. Pursuant to the limited license described in this Section, Client is afforded the contractual right to use such materials for commercial purposes only during the Term of this Agreement; the limited license shall terminate automatically upon the Termination of this Agreement.

7.2. Client’s Property. Client shall retain all rights and title to its own intellectual property. Client’s intellectual property includes all rights and title to intellectual property held by Client as of the Effective Date of this Agreement, as well as any intellectual property rights independently developed or acquired by Client over the Term of this Agreement. By way of example, if client owns the copyright to an image or other work that it provides to HMP for use in the Client’s website, then Client shall continue to own the copyright to such image. If “Schedule A” to this Agreement specifies that HMP will purchase or renew any Domain Name on behalf of Client during the term of this Agreement, then the rights to ownership and use of the Domain Name shall belong to the Client.

7.3. Other Work for Hire

Notwithstanding the provisions of Section 7.1, above, nothing in this Agreement shall prohibit the parties from entering into a “work-for-hire” contract relating to a separate subject matter not within the scope of this Agreement. If Client purchases an additional service, product or upgrade that is itemized as a “work-for-hire” on “Schedule A” to this Agreement, or on any change-order or amendment to this Agreement, then client shall be only be entitled to intellectual property and ownership rights in those itemized deliverables specifically identified as being a “work(s)-for-hire” and only upon the Client’s payment in full of all monies due and owing to HMP—whether payable a lump-sum, staged-payment, installment, or other basis—as compensation for products and services sold to Client under the terms of this Agreement.

7.4. Content Responsibility of Client

Client is responsible to provide to upload to the website (as applicable) certain content, including but not limited to: images, meal names, meal descriptions, allergens, prices, macros, ingredients, about us copy, access to domain for domain pointing, and Wordpress access is HMP is migrating Client’s old website. This list is intended as a general set of guidelines, and is not a all-inclusive as the Client’s responsibility for providing content may vary on a case-by-case basis; HMP will promptly notify Client of any additional responsibilities for content and uploading during the Set-Up Period. 7.5 Confidentiality. In an effort to protect HMP's trade secrets Client agrees not to share details of the inner workings of HMP's software and/or passwords and/or admin access and/or backend access to HMP's software to anyone outside of client's immediate organization. Doing so will result in a fine of up to $100,000 USD and/or immediate termination from the HMP platform.

ARTICLE 8: Termination And Default

8.1. Termination

This Agreement shall come to an end (“Terminate”) upon the first to occur of the following events or conditions: 8.

1.1. Termination without Cause

Client may Terminate this Agreement without cause: 8.1.

1.1. Within ninety (90) days’ of the Effective Date, pursuant to Section 2.3 supra, without penalty; and 8.1.

1.2. After the conclusion of the 90-day Trial Period described by Section 2.3 hereof, upon thirty (30) days’ notice to HMP, subject to the provisions of Article 6 (“Early Termination”), supra. 8.

1.2. Termination With Cause by HMP

HMP may Terminate this Agreement with cause, and subject to the provisions of Section 8.2 hereof, (“Acceleration”), infra, for reason of the Client’s Default under this Agreement. Events of Default shall specifically include, but not be limited to, the following: 8.1.

2.1. Client’s failure to make any outstanding payment due to HMP under this Agreement (inclusive of and Late Fee or other charge assessed to Client by HMP pursuant to the terms of this Agreement), which payment remains outstanding for more than thirty (60) days; 8.1.

2.2. Client’s habitual late payment to HMP, if Client’s failure to make timely payments continues after HMP has given notice to Client that a continuing failure to timely remit payment may be a Default of the Agreement; 8.1.

2.3. Client’s inappropriate use or abuse of chargeback features associated with a credit or debit card used to remit orpayments to HMP or if the Client writes and posts public reviews without prior written approval. 8.1.

2.4. A Breach of the Limited License set forth in Section 7.1 of this Agreement; 8.1.

2.5. Any other material breach of obligations owed by the Client under this Agreement, which breach remains uncured thirty (30) days following HMP’s delivery of a notice to Client identifying the nature of the breach and demanding that Client promptly cure the same. 8.

1.3. Termination with Cause by Client

Client may Terminate this Agreement with cause, and without regard to the provisions of Article 6 (“Early Termination”), supra, for reason of HMP’s Default under this Agreement. Events of Default shall be limited to the following: 8.1.

3.1. HMP’s material failure to perform obligations owed to the Client under the terms of this Agreement, if such failure is not cured within thirty (30) days of Client’s delivery of a notice to HMP identifying the nature of the breach and demanding that HMP promptly cure the same; or 8.1.

3.2. Client’s timely objection (pursuant to Section 10.6 herof) to HMP’s revision of this Terms of Service, or any provision thereof, that materially impacts the Client’s subscription to the HMP Platform or the services rendered to Client by HMP. Notwithstanding, and in lieu of cancellation, Client and HMP may resolve the Client’s objection and avoid cancellation by way of a modification or supplement to the Client’s Order Form.

8.2. Acceleration

In the event that Client continues to owe a past-due balance with HMP for more than sixty (60) consecutive days or is otherwise in Default of this Agreement, HMP may accelerate the Client’s monthly installment payments and declare the entire unpaid balance of the Contract due and payable immediately, together with any Late Fees or other Fees chargeable to the Client. HMP shall declare acceleration by giving notice to the Client. If HMP declares acceleration for reason of the Client’s excessive past-due balance or habitual late payment, and the Client remits payment of the accelerated Contract Price within thirty (30) days of HMP’s notice, then the Default shall be cured and this Agreement shall continue in full force and effect for remainder of the Term.

8.3. Suspension/Delay. In the event Client fails to make any payment, or fails to timely remit any payment, due to HMP during the Term of this Agreement, HMP may suspend its performance under this Agreement until the Client has remitted all overdue payments and the same have cleared into HMP’s accounts. Furthermore, a suspension of performance or the Client’s unreasonable delay in providing information or materials to HMP; making selections requested by HMP; in approving drafts, materials, documents, photos, visualizations, or other crucial project components provided to Client by HMP during the design and development phase for any Deliverable specified in this Agreement will toll the Set-Up Period as well as all estimated completion deadlines for Deliverables specified on “Schedule A” to this Agreement.

ARTICLE 9: Notices

9.1. All notices under this Agreement shall be given in writing. HMP may issue to Client, and Client agrees to accept, notices given by posting to the Client’s portal on the Platform, transmitted by email or sent by either reputable overnight courier or Certified Mail with Return Receipt Requested using the contact information supplied by Client on the Order Form. All notices, requests, demands or other communications transmitted to HMP pursuant to this Agreement shall be given in writing and delivered by way of electronic mail, or either (a) Certified Mail with Return Receipt Requested or (b) Reputable Overnight Courier, to the following addresses: . NOTICES TO HMP: HAPPY MEAL PREP / COMBUSTION GROUP 28 Valley Road, Montclair, NJ 07042 T: (973) 200-0765 E: [email protected] Client agrees to regularly check its postal mail, e-mail and all postings on the Client’s portal to the Platform for notices, and Client bears the risk of failing to do so.

ARTICLE 10: Miscellaneous Provisions

10.1. Usage

The Client’s subscription includes is 75,000 visits to the Platform per month; traffic in excess of 75,000 visits per month will result in overage charges from HMP to Client.

10.2. Client Logo

Client grants HMP a limited license to use Client’s name, logo, likeness, and testimonial(s), both in digital and print mediums, for the purpose of promotional efforts and advertising for HMP’s business.

10.3. Renewal

On each anniversary of the Effective Date, this Agreement shall automatically renew for an additional twelve (12) month term (referred to herein as a “Renewal”) unless the Client first gives HMP notice of its intent to terminate the Agreement; such notice shall be effective if delivered to HMP not earlier than one hundred twenty (120) days before, and not later than sixty (60) days before the next anniversary of the Effective Date.

10.4. Force Majeure

HMP shall not be deemed in breach of this Agreement if HMP is unable to complete the work specified under this Agreement, or any portion thereof, for reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of essential HMP personnel, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond HMP’s control (collectively referred to as a “Force Majeure Event”). Upon occurrence of any Force Majeure Event, HMP shall give notice to Client of its inability to perform or of an anticipated delay in performing under this Agreement and shall propose scheduling modifications, or such other revisions to the Agreement, as are commercially reasonable and appropriate to the circumstances.

10.5. Entire Agreement

This Agreement, inclusive of the annexed Schedules, represents the entire agreement between the Parties, and is intended to be final and complete. This Agreement contains all of the terms agreed upon and there are no other promises or conditions concerning the subject matter of this Agreement. All previous discussions, proposals, and understandings between the Parties relating to the subject matter addressed herein—whether set forth orally or in writing—are merged into and superseded by this Agreement.

10.6. Amendments

Client and HMP may modify the specification of services rendered to Client by Client by way of a written supplement or amendment to the Client’s Order Form, which modification shall take effect upon HMP’s dispatch of a notice advising that the supplement or amendment has been accepted. HMP may modify, add, or remove provisions of this Terms of Service at any time. HMP shall give notice to Client of any such change no less than thirty (30) days before the change takes effect. The Client’s continued use of the Platform following notice of such change, modification or amendment to this Terms of Service shall be deemed the Client’s acceptance of all such changes. If Client does not agree to any revision of these Terms of Service, Client must notify HMP of its objection within thirty (30) days, and specify that Client will be cancelling all services in accordance with the Terms of Service then in effect.

10.7. Headings

The headings set forth in this Agreement are for convenience only, and shall not impact its construction.

10.8. Assignment

The Client is prohibited from assigning any right or delegating any duty or obligation owed to HMP under this Agreement without written approval of HMP; the sole exception shall be the assignment to a successor-in-interest to all or substantially all of the Client’s assets, such as in the event of a merger, acquisition or corporate reorganization. Client hereby authorizes HMP to assign its rights and to delegate its obligations to Client under this Agreement in the event that it enters into a contract to sell the HMP Platform or forms a subsidiary entity dedicated to ownership of and business operations for the HMP Platform.

10.9. No Partnership

The Parties agree that this Agreement is not to be construed as establishing any form of partnership or joint venture. This Agreement is an contract for the purchase and sale of products and services. Neither Party will have authority to enter into any contract on behalf of the other. HMP retains the right to reuse any part of its logic, designs, code, ideas, trade secrets and proprietary material, or anything else, that were created as a result of this agreement freely and in any manner it sees fit, provide that such use does not directly infringe upon the copyrights, trademarks, or other rights to previously-owned intellectual property. Furthermore, as a result of HMP's extensive cost of research and development any unauthorized attempt by the Client to steal the software, duplicate the software, move the software on to a new server, or reuse any piece or part of the software shall result in an instantaneous fine of $50,000 USD to Client. HMP has the right to collect on this fine in any way it sees fit, such as through a collections agency, legal proceeding, or charges to Client's credit card.

10.10. Authority

The signatories hereto represent that they have full and complete authority to enter into this Agreement, that the Agreement has been authorized by all necessary corporate action, and that any undersigned officers are duly authorized to execute this Agreement. Each

10.11. Governing Law, Disputes

This Agreement shall be governed by the laws of the State of New Jersey, without regard for its conflict of law provisions. The parties agree that the Superior Court of New Jersey shall have jurisdiction over any dispute arising from or relating to the Platform, the provisions of the Client’s Order Form, or this Terms of Service. If HMP prevails in any action brought to enforce or construe the terms of the Order Form or this Terms of Service, then HMP shall be entitled to recover its reasonable attorneys fees and costs from Client.

10.12. Electronic Signatures

Client’s submission of the Order Form shall constitute acceptance of this Terms of Service, which is accessible via a link embedded on the Order Form. The Order Form may be executed electronically via the HMP website, through an electronic signature service (such as through Echo Sign or a similar service), or using email signatures. Client’s Order Form shall be deemed accepted by EMP upon transmission of a notice to Client advising that Client’s Order Form has been accepted, or by processing the Client’s first payment using the payment information supplied by Client on the Order Form, whichever shall first occur.

Questions about these terms

Email us or use the contact form. Happy Meal Prep is operated by Combustion Innovation Group, Inc., 28 Valley Road, Montclair, NJ 07042.