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TERMS AND CONDITIONS

These Terms and Conditions (the “Terms and Conditions”) are attached to and incorporated by reference into the Restaurant Participation Agreement (the “RPA”) by and between The Cleverley Stone Foundation (“Foundation”) and the Restaurant identified in the RPA.  Capitalized terms used herein but not defined, shall have the meaning ascribed to the in the RPA.

1. Events of Default.  The occurrence of any of the following events by the Restaurant shall constitute an Event of   Default:

  • Failure to abide by the Guidelines set for in the RPA.
  • Failure to provide Foundation the meal counts from the Event within seven (7) days of the end of the Event.
  • Failure to remit Foundation Donation amounts within twenty-eight (28) days of the end of the Event.
  • Any use of Foundation’s servicemarks, trademarks or intellectual property without first obtaining written consent.
  • Violation of any applicable local, state, or federal law, rules, or regulations.

2 Remedies.  In the event that an occurrence of an Event of Default due to the action or inaction by the Restaurant, Foundation shall be entitled to enforce any of the following rights or remedies:

  • Revoke or deny Restaurant’s eligibility to participate in any future Foundation events.
  • Invoke legal action to enforce the payment of all Donation amounts agreed to in the RPA.
  • Seek legal action to enforce all legal or equitable rights of Foundation under the terms of the RPA.
  • Recover reasonable attorney’s fees in any action to enforce its rights under the terms of the RPA.
  • Avail itself of all remedies available in equity or law to enforce the agreement of the parties. 

3. Indemnity. RESTAURANT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS FOUNDATION FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LIABILITY, LOSS, DAMAGE, OR EXPENSE OF EVERY KIND AND NATURE, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY’S FEES AND COSTS, FOR DAMAGE TO PROPERTY OF ANY PERSON, FIRM OR CORPORATION OR FOR INJURY TO OR DEATH OF ANY PERSON, ARISING OUT OF RESTAURANT’S PARTICIPATION IN HOUSTON RESTAURANT WEEKS.

4. Miscellaneous.

  • Binding Effect. The RPA shall be binding upon the parties hereto and their heirs, executors, administrators, successors and assigns.
  • Waiver. A party’s failure to insist on compliance or enforcement of any provision of the RPA shall not affect the validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of the RPA by that party or any other party.
  • Governing Law.  The RPA shall in all respects be subject to and governed by the laws of the State of Texas without regard to conflicts of laws principles and shall be performable in Houston, Harris County, Texas.
  • Severability.  The invalidity or unenforceability of any provision of the RPA shall not in any way affect the validity or enforceability of any other provision and the RPA shall be construed in all respects as if such invalid or unenforceable provision had never been in the RPA.
  • Construction.  The language used in the RPA will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.  Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. 
  • Entire RPA.  The parties hereto expressly acknowledge that the RPA constitutes the entire agreement between the parties concerning the subject matter hereof and that unless otherwise provided in the RPA, any other agreements or to such matters are hereby superseded and revoked.
  • Amendment.  The RPA shall not be modified or amended except by means of a writing signed by all parties.  
  • Notices.  Any and all offers, acceptances, consents, waivers and other notices required by the RPA shall be deemed to be sent or delivered when personally delivered to the recipient or when mailed by certified or registered mail with proper first-class postage affixed thereto to the parties hereto, at the address indicated on the RPA.  Any notice required to be made within a stated period of time shall be considered timely mailed if deposited before midnight of the last day of the stated period.
  • Headings.  The headings in the RPA are inserted for convenience only and are not a part of the RPA.
  • Attorney Fees.  In the event that Foundation turns this matter over to an attorney for enforcement, Restaurant agrees to pay Foundation all of its reasonable attorneys’ fees incurred as a result.