Restaurant Partner Agreement Sign Up Terms

LOCAL PLATE

Restaurant Partnership Agreement

Discover Local. Dine Better.

Effective Date: This Agreement becomes effective on the date Local Plate approves the Restaurant Partner’s sign-up (the “Effective Date”). The Restaurant Partner signs this Agreement electronically when it submits the Local Plate partner sign-up form, and Local Plate accepts it by approving that submission.

1. Parties

This Restaurant Partnership Agreement (“Agreement”) is entered into as of the Effective Date by and between Local Plate LLC, a Florida limited liability company (“Local Plate”), and the restaurant entity identified below (“Restaurant Partner”). The Parties are collectively referred to as the “Parties.”

Restaurant Business Name: [Restaurant name]

Restaurant Address: [Restaurant address]

Primary Contact Name: [Owner name]

Primary Contact Email: [Owner email]

Primary Contact Phone: [Owner phone]

The individual signing on behalf of the Restaurant Partner represents and warrants that they are duly authorized to execute this Agreement and to legally bind the Restaurant Partner to all terms and obligations herein.

2. Platform Overview

Local Plate operates a restaurant discovery and membership marketing platform focused on promoting local restaurants. To be eligible at the time of signing, the Restaurant Partner shall operate no more than three (3) locations as of the Effective Date; a Restaurant Partner that later expands beyond three locations remains in good standing under this Agreement. Consumers subscribe to Local Plate and receive access to exclusive first-time dining perks and early reservation opportunities at participating Restaurant Partners. By entering into this Agreement, the Restaurant Partner agrees to participate on the platform and comply with all obligations set forth herein.

3. Partnership Type & Free Trial

When Local Plate approves the Restaurant Partner’s sign-up, Local Plate will designate the Restaurant Partner as either a Founding Partner or a Standard Partner. This designation is made by Local Plate in its sole discretion and will be stated in the approval email sent to the Primary Contact Email.

3.1 Founding Partners. A Founding Partner will never be charged a Platform Fee for as long as this Agreement remains in effect, and no payment method is required. A Founding Partner’s listing becomes active on the Local Plate platform upon approval. Section 4 (Subscription Fees, Billing & Payment Authorization) does not apply to Founding Partners.

3.2 Standard Partners. Upon approval, a Standard Partner will receive an email with a secure link to add a payment method through Local Plate’s third-party payment processor. The Standard Partner’s listing becomes active on the Local Plate platform once a payment method is on file. A sixty (60) day free trial begins on the date the payment method is added (the “Trial Start Date”). During the free trial:

• No Platform Fees shall be charged.
• The Restaurant Partner shall be listed as an active partner on the Local Plate platform.
• The Restaurant Partner agrees to honor all agreed-upon member perks.
• The Restaurant Partner may cancel at any time before the free trial ends without being charged.

Unless canceled before the free trial ends, a Standard Partner’s subscription automatically converts into a month-to-month paid subscription governed by Section 4.

4. Subscription Fees, Billing & Payment Authorization (Standard Partners)

Following the end of the free trial, a Standard Partner agrees to pay Local Plate a recurring monthly platform fee of Ninety-Nine Dollars ($99.00 USD) per month (“Platform Fee”). Platform Fees are exclusive of any applicable sales, use, or other taxes, which are the responsibility of the Restaurant Partner where required by law.

The Restaurant Partner expressly authorizes Local Plate and its third-party payment processor, including Stripe, Inc. or any successor processor, to automatically charge the payment method designated by the Restaurant Partner on a recurring monthly basis until this Agreement is terminated in accordance with Section 7.

Platform Fees are billed monthly in advance, beginning on the day the free trial ends and on the same day of each month thereafter. If any payment is declined, disputed, reversed, or otherwise fails to process, Local Plate reserves the right to suspend or deactivate the Restaurant Partner’s listing and platform access until all outstanding balances are paid in full.

Upon cancellation by either Party, the Restaurant Partner shall retain access through the remainder of the then-current billing cycle already paid for, after which no additional recurring charges shall be processed. Except where prohibited by law or in cases of billing errors directly attributable to Local Plate, all Platform Fees previously collected are non-refundable. Local Plate reserves the right to modify the Platform Fee upon at least thirty (30) days written notice to the Restaurant Partner; no such change applies to Founding Partners.

5. Restaurant Partner Obligations

5.1 Member Perks. The Restaurant Partner agrees to provide one exclusive first-time member perk to eligible Local Plate subscribers. The Restaurant Partner’s initial perk is:

Perk Title: [Perk title]

Estimated Value: $[value]

Perk Description: [Perk description]

The perk is limited to one (1) redemption per subscriber, automatically enforced by the Local Plate platform. The Restaurant Partner’s staff is responsible for verifying that a subscriber has completed the in-app redemption before the perk is provided. The Restaurant Partner may update its member perk at any time through the Local Plate Partner app; changes apply to future redemptions, and the Restaurant Partner agrees to honor the perk as displayed in the Local Plate app at the time a member redeems it.

5.2 Reservation Access (optional). Priority reservation access is an optional benefit the Restaurant Partner may choose to offer. If the Restaurant Partner elects to participate, it agrees to provide Local Plate subscribers with at least forty-eight (48) hours of early reservation access through booking links, reservation systems, or internal reservation procedures it utilizes. The Restaurant Partner may add, modify, or discontinue this access at any time and is under no obligation to offer priority reservation access as a condition of this Agreement.

5.3 Profile Information & Media. The Restaurant Partner agrees to maintain accurate, current, and complete profile information on the platform, including but not limited to restaurant descriptions, menu information, cuisine type, reservation information, photographs, contact information, and operating hours.

5.4 Staff Awareness. The Restaurant Partner shall ensure that all relevant employees, managers, hosts, and front-of-house staff understand how to recognize and honor Local Plate member benefits and promotions.

5.5 Account Security. The Restaurant Partner shall maintain the confidentiality and security of all login credentials associated with the Local Plate Partner portal or app, and remains responsible for all activity under its account unless unauthorized access is promptly reported to Local Plate.

6. Local Plate Obligations

During the term of this Agreement, Local Plate agrees to:

• Maintain the Restaurant Partner’s active listing on the platform.
• Provide access to the Local Plate Partner portal or application.
• Provide reporting and analytics where reasonably available.
• Promote participating restaurants through app placement, email marketing, featured listings, social media campaigns, and other initiatives at Local Plate’s discretion.
• Use commercially reasonable efforts to maintain platform functionality and accessibility.
• Protect subscriber personal information and refrain from sharing sensitive subscriber data with Restaurant Partners except as permitted by applicable law.

The Restaurant Partner acknowledges that Local Plate does not guarantee any minimum level of customer traffic, reservations, revenue, impressions, engagement, marketing performance, or business results.

7. Term & Termination

This Agreement continues until terminated by either Party. A Standard Partner may cancel at any time through Manage Billing in the Local Plate Partner app, Local Plate’s designated cancellation process, or written notice to Local Plate; cancellation becomes effective at the end of the free trial or the then-current paid billing period, as applicable. A Founding Partner may terminate this Agreement at any time by written notice to Local Plate.

Local Plate reserves the right to suspend or immediately terminate this Agreement for fraud, abuse, failure to honor member perks, nonpayment, illegal conduct, or any material breach. Termination shall not relieve either Party of obligations accrued prior to termination.

8. Branding & Intellectual Property

The Restaurant Partner grants Local Plate a non-exclusive, irrevocable (during the term of this Agreement) license to use the Restaurant Partner’s name, logo, trademarks, photographs, menu content, and related branding solely to display and promote the Restaurant Partner on the platform and related marketing materials. This license terminates upon expiration or termination of this Agreement, except for materials already distributed.

Local Plate grants the Restaurant Partner a limited, revocable, non-transferable license to reference participation in the Local Plate platform solely for promotional purposes related to this Agreement. Neither Party acquires any ownership interest in the intellectual property of the other.

9. Confidentiality & Data Protection

Both Parties agree to maintain the confidentiality of all non-public business information disclosed during this relationship, including but not limited to subscriber data, business metrics, pricing information, operational data, and platform analytics. These obligations survive termination for a period of two (2) years. The Restaurant Partner further agrees not to misuse, reproduce, sell, distribute, or improperly disclose any subscriber information obtained through the platform.

10. Independent Contractor Relationship

Nothing in this Agreement creates a partnership, joint venture, franchise, agency, fiduciary, employment, or representative relationship between the Parties. Each Party remains an independent contractor solely responsible for its own operations, employees, taxes, and legal compliance.

11. Indemnification

Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party, including its members, officers, employees, and agents, from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the Indemnifying Party’s own acts, omissions, negligence, or breach of this Agreement.

Without limiting the foregoing, the Restaurant Partner shall indemnify Local Plate against any claim arising from food quality, food safety, premises conditions, restaurant operations, employee conduct, or the Restaurant Partner’s failure to honor a member perk. This Section survives termination of this Agreement.

12. Limitation of Liability

Local Plate functions solely as a restaurant discovery, membership, and marketing platform and shall not be responsible for food quality, restaurant operations, reservation disputes, customer interactions, employee conduct, customer satisfaction, lost profits, or indirect, incidental, consequential, or special damages. In no event shall Local Plate’s aggregate liability arising from or related to this Agreement exceed the total Platform Fees paid by the Restaurant Partner during the three (3) months immediately preceding the claim.

13. Force Majeure

Neither Party shall be liable for any delay, interruption, or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, hurricanes, natural disasters, pandemics, labor disputes, internet outages, cyberattacks, governmental actions, utility failures, or payment processor interruptions.

14. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Florida without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and may be conducted remotely unless otherwise agreed. Both Parties knowingly and voluntarily waive any right to trial by jury. Nothing in this Section limits Local Plate’s right to seek temporary, equitable, or injunctive relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or business interests.

15. Electronic Signature & Entire Agreement

The Parties agree that this Agreement may be signed and accepted electronically. By completing the Local Plate partner sign-up form, checking the box confirming that it has read and agrees to this Agreement, and submitting the form, the Restaurant Partner signs this Agreement electronically, with the same effect as a handwritten signature. Local Plate accepts this Agreement by approving the submission.

This Agreement constitutes the complete and exclusive agreement between the Parties regarding the subject matter herein and supersedes all prior discussions, negotiations, understandings, and agreements. Any amendment must be in writing and accepted by both Parties, which may include electronic acceptance.