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<br />"GolfNow" shall mean GolfNow, LLG and GolfNow G1, LLC
<br />collectively. Course shall mean the legal entity listed as "Course"
<br />on the included Order Form. The Parties acknowledge and agree
<br />that except as otherwise provided herein, the Standard Terms and
<br />Conditions and any applicable Addendum shall be updated and
<br />amended from time to time by GolfNow in its sole discretion.
<br />Course's use of the Services and Software, hereunder shall be
<br />subject at all times to the then current Standard Terms and
<br />Conditions and/or applicable Addendum. Should the Standard
<br />Terms and Conditions and/or applicable Addendum be amended,
<br />GolfNow shall provide Course with at least sixty (60) days' prior
<br />written notice of such change and Course shall have the option to
<br />terminate this Agreement within thirty (30) days of receipt of such
<br />notice.
<br />1. GolfNow Services. GolfNow shall provide GoIfN!ow's Tee
<br />Time Marketing and Technology Services (the "Services") for the
<br />purpose of marketing, promoting and selling Course tee times
<br />and/or enhancing Course's technology. GolfNow shall provide
<br />access to Course tee times to any of its branded websites, partner
<br />or affiliated websites, or any other distribution channel. GolfNow
<br />shall: apply the latest version of the GolfNow Services to the
<br />marketing and administration of Course tee times. GolfNow shall
<br />notify Course in advance in writing of any GolfNow Services
<br />updates, and will provide appropriate training and/or materials to
<br />Course concerning all updates. Course shall provide GolfNow with
<br />access to all of the internal and external systems (including third
<br />party systems licensed to Course) necessary for GolfNow to provide
<br />the Services. Course shall honor all tee times reserved through
<br />GoIfNow's, distribution channels and shall treat all golfers originating
<br />from GoIfNow with proper courtesy and respect. Course shall make
<br />every effort to maintain its inventory in the most up-to-date manner
<br />possible, with proper communication to GolfNow regarding changes
<br />in availability, course conditions, etc. The Parties shall work
<br />cooperatively to minimize double -bookings, cancellations and the
<br />like.
<br />2. GolfNow Software. GolfNow grants Course a limited, non-
<br />exclusive, non -transferable license to utilize the software as set forth
<br />on the included Order Form (the "Software"), Course may use the
<br />Software for the purpose of managing and marketing Course's golf
<br />course properties and shall not sell, sublicense, lend, or otherwise
<br />transfer the Software to others. Neither Course, nor any third party
<br />working with or on behalf of Course, may reverse engineer,
<br />decompile, disassemble, or customize the Software including but
<br />not limited to, creating any software interface with the Software for
<br />the purpose of selling or marketing tee times through the Internet or
<br />any Internet site, without the express knowledge and written
<br />agreement of GolfNow. Course understands and acknowledges
<br />that all third party vendors must have a written agreement with
<br />GolfNow in order to create any !interface with the Software,
<br />1 GolfNow-Owned Hardware. To the extent that GolfNow
<br />has provided Course with any hardware, all such hardware shall
<br />remain GoIfNow's property and shall be returned by Course to
<br />GolfNow within fourteen (14) days upon the earlier of: (I) termination
<br />of this Agreement due to breach; or (ii) expiration of the Term.
<br />4. Fees and Pricing. Course's payment to GolfNow shall be
<br />the "Total Payment" amount set forth on the Order Form attached
<br />hereto. Course shall have the option of selecting one of the 'Flexible
<br />Payment Options' outlined within Exhibit A. If Course elects to
<br />charge an online fee for rounds booked on its website, GolfNow
<br />shall retain One Dollar and Twenty -Four Cents per round
<br />($1.24/round), and remit the remainder to Course. If applicable,
<br />Course shall have the right to approve the price and amount of all
<br />non -Trade Time inventory offered in the GolfNow network. GolfNow
<br />shall receive tee times and rates equal to or better than those
<br />offered by Course to any third party distribution service. Course
<br />acknowledges and agrees that Course's payment to GolfNow is a
<br />material element of this Agreement. Due to this material element,
<br />in the event that Course does not comply with the payment
<br />requirements hereunder or otherwise breaches the terms of this
<br />Agreement (each a "Non -Compliance Event"), Course shall be
<br />required to pay GolfNow a fee of Two Hundred Fifty Dollars
<br />($250.00) per golf course per month for each month after the first
<br />instance of any Non -Compliance Event through either: (I) the cure,
<br />of the Non -Compliance Event; or (it) the end of the current Term,
<br />whichever is shorter.
<br />5. Term and Termination. The initial term of this Agreement,
<br />along with any applicable Renewal) Term, shall be for the period of
<br />time as set forth on the attached Order Form (the "Term"). Either
<br />Party may immediately terminate this Agreement in the event that
<br />the other Party materially breaches this Agreement and fails to cure
<br />such breach within thirty (30) days' written notice of such breach.
<br />Upon termination of this Agreement, Course shall delete and return
<br />all Software (including all copies), and sign a statement certifying
<br />same.
<br />6. Support and Training. GolfNow shall provide Course
<br />appropriate levels of training (including access to remote training
<br />and on-line resources). Additional in -person training may be
<br />provided for an additional fee, Telephone and email support shall
<br />be provided to Course during normal business hours through
<br />GolfNow's published phone numbers and email addresses.
<br />7. Data Security. Industry standards have been set by the
<br />Payment Card Industry Data Security Standards ("PCI Standards")
<br />for protection of customer information. GolfNow and Course both
<br />represent and warrant that they will comply with PCI Standards
<br />during, the entire Term of this Agreement and thereafter with respect
<br />to customer data accumulated during the Term, and further agree
<br />to adhere to all other applicable standards, laws, rules, and
<br />regulations for protection of customer data to which they have
<br />access during the entire Term of this Agreement. GloIfNow agrees
<br />that it will use systems, tools and security and take commercially
<br />reasonable steps to ensure Course customer data hosted by
<br />GoIfNow is not accessed, redistributed, duplicated, or modified.
<br />GolfNow shall be free to provide certain required level's of access to
<br />contracted third party vendors that may need access to such data in
<br />order to provide services,
<br />8. Privacy Policies and Terms of Use.. Course will at all times
<br />during the Term: (a) maintain a privacy policy and terms of use that
<br />are consistent with applicable laws and industry best practices (as
<br />determined by reference to the practices of other consumer -oriented
<br />websites and the promulgations of applicable industry standards
<br />bodies); (b) make such, policy and terms of use easily accessible to
<br />end users; and (c) comply with such policy and terms of use.
<br />GolfNow will maintain a separate privacy policy and terms of use on
<br />all modules and booking engines that are hosted on Course's
<br />website(s) that pertain solely to the colleclJon and processing of any
<br />customer data through these modules and/or booking engines, but
<br />not to any other component or function of Course's website(s).
<br />9. Limited Warranties and Remedies. Both Parties represent
<br />and warrant that: (a) they have the authority to enter into this
<br />Agreement and that their signatories are duly authorized and
<br />empowered to sign this Agreement on their behalf; and (b) they will
<br />comply with all applicable laws, ordinances, statutes, regulations
<br />and rules, and that they have the power to settle fully and completely
<br />all claims, causes of action, demands, charges and liabilities arising
<br />out of or relating to this Agreement. Course represents and
<br />warrants to GolfNow that any intellectual property provided to
<br />GolfNow by Course (including without limitation, any photographs,
<br />drawings, or works of art) do not violate the rights of any third party.
<br />Course agrees to indemnify GoIfNox for any alleged or actual
<br />breach of this warranty. GolfNow will provide the Services and the
<br />Software in a professional and workmanlike manner and free from
<br />any unreasonable defects, and GolfNow will use all reasonable
<br />means to fix any defect in the Software or Services that may arise.
<br />GolfNow Order Form / Standard Terms and Conditions — March 2017 CONFIDENTIAL Page 3 of 5
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