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GOLFN"
<br />Go. Play.
<br />GoIfNow will provide Course with training on how to use the
<br />Software and Services and provide support as needed by Course.
<br />GoIfNow shall notify Course in advance of any Software or Service
<br />updates and will provide appropriate training and/or materials to
<br />Course concerning all updates. Course and its authorized' users
<br />shall use the Software and Services only in accordance with this
<br />Agreement. Aside from these warranties, THE GOLFNOW
<br />SOFTWARE AND SERVICES ARE PROVIDED WITHOUT
<br />WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
<br />INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY
<br />OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />PURPOSE OR USE, With respect to malfunctioning Software,
<br />Goll'Now's entire liability and Course's exclusive remedy shall be the
<br />repair/replacement of the Software.
<br />10. Limitation of Liability. EXCEPT FOR THIRD PARTY
<br />LIABILITITES, IN NO EVENT SHALL EITHER PARTY BE LIABLE
<br />FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
<br />CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
<br />(INCLUDING, WITHOUT LIMITATION, ANY DAMAGES BASED
<br />ON LOSS OF PROFITS, LOSS OF USE, BUSINESS
<br />INTERRUPTION OR LOSS OF DATA), EVEN IF SUCH PARTY
<br />HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br />DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY
<br />REGARDLESS OF THE CAUSE OR THE FORM OF ACTION
<br />(WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY,
<br />NEGLIGENCE, STRICT LIABILITY OR OTHERWISE).
<br />11. Ownership of Property and Data, All personally -
<br />identifiable customer information supplied to GoIfNow by Course
<br />(e.g., through the GoIfNow booking engine or through the Software)
<br />remains the sole property of Course, cannot be copied, sold or
<br />reused by GoIfNow, and will be treated as confidential business
<br />information with at least the same degree of care as GoIfNow's own
<br />confidential business information. All non -personally identifiable
<br />customer information supplied to GoIfNow by Course (e.g.,
<br />anonymous survey results, general usage data), as well as all
<br />customer data obtained independently by GolfNow (e.g., through an
<br />end -user booking a tee time at golfnow.com or other affiliated
<br />websites) shall be GoIfNow's sole property, but may be shared with
<br />Course should the Parties agree and obtain end -user consent for
<br />such an arrangement. Course acknowledges and agrees that
<br />GoIfNow's sharing of personally identifiable customer information
<br />shall at all times be governed by the terms of GoIfNow's then current
<br />privacy policy and terms of use. The following shall remain the sole
<br />and exclusive property of GoIfNow: (a) the GolfNow Software and
<br />Services (including any of GoIfNow's enhancements or upgrades
<br />thereto), and all other software and materials developed, conceived,
<br />originated, prepared, generated or furnished by GolfNow under this
<br />Agreement; and (b) all copyrights, trademarks, patents, trade
<br />secrets and any other intellectual property and proprietary rights in
<br />and to the foregoing.
<br />12. Dispute Resolution. This Agreement shall be governed,
<br />interpreted and construed under the laws of the United States and
<br />the State of Indiana without regard to any conflict of law principles.
<br />The Parties shall act in good faith and use commercially reasonable
<br />efforts to promptly resolve any claim, dispute, controversy or
<br />disagreement (each a "Dispute") between the Parties under or
<br />related to this Agreement. Any Dispute arising out of this Agreement
<br />which cannot be resolved by the Parties shall resolved in the state
<br />or federal courts of St. Joseph County, Indiana, and the prevailing
<br />Party shall be entitled to an award of reasonable attorneys" fees and
<br />costs.
<br />13. Traffic Assignment. In the event that GoIfNow is providing
<br />Website Hosting/Development and/or Mobile Website
<br />Hosting/Development for Course, Course hereby assigns such
<br />[.* 0.1"10MV-0,
<br />traffic numbers to GolfNow for comScore traffir, reporting or other
<br />applicable reporting services. Course agrees to execute any and all
<br />documentation necessary to effectuate such traffic assignment to
<br />GoIfNow.
<br />14. Binding Nature: Assignment. This Agreement shall be
<br />binding upon GoIfNow and Course, and their respective successors
<br />and assigns; provided, however, that neither Party shall assign this
<br />Agreement or any of its rights or obligations hereunder, without the
<br />prior written consent of the other Party, which consent shall, not be
<br />unreasonably withheld, conditioned, or delayed. Notwithstanding
<br />the foregoing, without Course's consent, GoIfNow may assign all or
<br />part of its rights and obligations under this Agreement to: (i) any of
<br />its divisions, affiliates or subsidiaries; (fl) its parent company; or (iii)
<br />any of its parent company's divisions, affiliates, or subsidiaries. A
<br />sale of substantially all of the stock or assets of a Party, or the
<br />reorganization or merger of a Party, shall not constitute an
<br />assignment of this Agreement. Any assignment or transfer in
<br />violation of this Section shall be void and of no force or effect. Any
<br />subcontractors returned by GoIfNow to perform certain obligations
<br />hereunder shall be bound by and their actions are governed by this
<br />Agreement as if GoIfNow itself was performing such obligations.
<br />15. Confidentiality. This Agreement and its terms and
<br />conditions are confidential and shall not be disclosed by any Party
<br />without the prior written consent of the other Party, except: (a) to a
<br />Party's affiliates and! its and their respective officers, directors,
<br />employees, representatives, agents and advisors; or (b) as required
<br />by applicable law, rule, regulation, judicial or governmental order,
<br />subpoena or other legal process, or at the request of any
<br />governmental or regulatory agency or authority having or asserting,
<br />jurisdiction. Each Party will cause its affiliates and their respective
<br />officers, directors, employees, representatives, agents and advisors
<br />to comply with the provisions of this Section 15.
<br />16. Miscellaneous. This Agreement shall constitute the entire
<br />understanding of the Parties with respect to the subject matter
<br />hereof and supersedes any and all prior understandings and
<br />agreements, written or oral, relating thereto — between Course and
<br />GoIfNow. The Parties acknowledge and represent that they have
<br />carefully read and fully understand all of the terms and conditions
<br />set forth, in this Agreement. The Parties further acknowledge and
<br />represent that they enter into this Agreement freely, knowingly and
<br />without coercion and based on their own judgment and investigation
<br />of this matter, and not in reliance upon any representations or
<br />promises made by any Party, its attorneys, or its agents. The
<br />Parfies hereby acknowledge and agree that GoItNow is an
<br />independent contractor and not an employee, agent, joint venturer
<br />or partner of Course or any of its affiliates. Nothing in this
<br />Agreement shall be interpreted or construed as creating or
<br />establishing a joint venture, partnership, employment, or agency
<br />relationship among any of the Parties as a result of this Agreement.
<br />The headings in this Agreement are intended for convenience of
<br />reference and shall not affect its interpretation. None of the Parties
<br />shall have any power to obligate or right to bind any other Party,
<br />This Agreement may be executed in: one or more counterparts, with
<br />electronic exchange of signatures (e.g., pdf and DocuSlgn)
<br />sufficient to bind the Parties. Notices of either Party as required
<br />herein shall be sent to the addresses provided in the attached Order
<br />Form.
<br />GoMow Order Form / Standard Terms and Conditions — March 2017 CONFIDENTIAL Page 4 of 5
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