Membership Genius Partnership Terms and Conditions

TERMS AND CONDITIONS

Date of last revision: Feb 2024

PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY BEFORE USING ANY MEMBERSHIP GENIUS PLATFORM.

REVENUE SHARING AGREEMENT

PARTIES

This Agreement, effective as of February, 19, 2024 , is between AI Genius Agency / LocalMarketingU.com, LLC dba Membership Genius ("Membership Genius") located at: 7 W 41st Ave., #234, San Mateo, CA 94403 and your restaurant / food service business.

BACKGROUND

Membership Genius offers a subscription-based platform enhancing customer loyalty and spending. The Restaurant / Food Vendor aims to utilize this platform for increased profitability and customer engagement.

TERMS

1) Purpose:

The purpose of this Agreement is to establish a collaborative partnership between Membership Genius and the Restaurant / Food Vendor Membership Genius will provide the Restaurant / Food Vendor with access to its proprietary subscription-based software platform and related services designed to enhance customer loyalty, increase repeat visits, and boost per-guest spending.

2) Fees and Refund Policy:

Restaurants / Food Vendors shall pay a one-time setup fee of $497 upon execution of this Agreement. Additionally, Restaurants / Food Vendors shall choose between:

2a) Standard Option:

A $297 monthly platform fee, earning 75% of subscription revenue. This option requires a three (3) month minimum term. A 30-day refund policy covers the setup and first month's fee if not operational within 30 days. Absolutely NO REFUNDS after 30 days.

2b) Zero-Monthly Fee Option:

A $497 setup fee, no monthly fee, 1-year commitment, and a 50% revenue share. The Restaurant / Food Vendor commits to active promotion and fulfillment of VIP benefits. The 30-day refund policy applies to the setup fee, with no refunds for future subscription payments.

3) Term, Termination, and Refund Policy:

The initial term for the Standard Option is three (3) months minimum and automatically renewed on a monthly basis. Client can cancel anytime thereafter if done so in writing with a sixty day (60) day notice. No refunds after the initial 30 days will be offered.

The Zero-Monthly Fee Option is a twelve (12) month term and automatically renewed for successive one-year periods unless terminated with sixty (60) days' notice. The Standard Option allows for cancellation anytime after the initial 30 days, with no refunds issued beyond this period.

4) Responsibilities:

Both parties agree to the following responsibilities during the full term of the partnership.

4a) Membership Genius' Responsibilities: Providing the technology platform, managing subscriptions and memberships, and assigning a dedicated representative for support.

4b) Restaurant's / Food Vendor's Responsibilities: Actively promoting the VIP club, training staff, and maintaining open communication. Responsible for food and service quality.

5) Revenue Share:

Monthly payments from subscription revenue within 30 days of the previous month's end, via check, electronic deposit, or ACH.

6) Data Sharing:

Membership Genius shares monthly customer data with the Restaurant / Food Vendor for targeted engagement.

7) Customer Support"

Provided via an online support desk at Membership Genius Support Desk.

8) Intellectual Property:

Membership Genius retains all rights, title, and interest in and to its system, platform, technology, and related intellectual property. The Restaurant / Food Vendor is granted a non-exclusive, non-transferable license to use the Membership Genius platform and services as outlined in this Agreement.

9) Confidentiality:

Both parties agree to maintain the confidentiality of proprietary information received from the other party during the term of this Agreement and for a specified period thereafter.

10) Quality Assurance:

The Restaurant / Food Vendor is solely responsible for the quality of food and service offered, ensuring customer satisfaction and fostering a positive reputation for the VIP Club.