HomeMy Public PortalAbout146-2019 - Parks - Teesnap - Reservation Portal SoftwarePROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this day of IAdM'en6jC, 2019, and referred to as
Contract No. 146-2019, by and between the City of Richmond, Indiana, a municipal corporation acting
by and through its Board of Parks and Recreation (hereinafter referred to as the "City") and Teesnap,
LLC, 1201 N. Town Center Drive, Las Vegas, Nevada, 89144 (hereinafter referred to as the
"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORD
City hereby retains Contractor to provide professional and other services to furnish, install, and provide,
its "Teesnap" golf course reservation, software, point of sale, social media, and marketing system(s), with
trade --floor option (of four (4) players per day), which services and system(s) shall include, but shall not
be limited to providing said system(s) for booking golf course reservations and related services, for the
processing of retail purchases from the golf course's pro shop, for the implementation of limited social
media for the same (the golf course), and for the payment collection of fees and charges from the golf
course's customers, as more fully described on Contractor's proposal. Contractor shall perform all
services and provide all licensing described on Contractor's proposal, received July 9, 2019, marked as
"Exhibit A"- which Exhibit consists of eight (8) pages, and which is attached hereto and made a part
hereof as well as the trade --floor option received September 25, 2019, attached hereto as "Exhibit B"
which Exhibit consists of eight (8) pages and Which is attached hereto and made a part hereof. Contractor
agrees to abide by the same. City and Park Department data shall not be sold by Contractor but shall be
used as a means for direct marketing to the City golf course customer base as further described in
Contractor's Proposal.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions,
terms, or conditions of this Agreement, this Agreement shall be controlling. 1,
Contractor shall perform all work herein in a timely manner, conforming to all applicable professional
standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in accordance
with Indiana Code 22--5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of
Richmond. The Contractor shall provide, at its own expense, competent supervision of the work.
[Revised] Contract No. 146-2019
Page 1 of 6
SECTION III. COMPENSATION
City shall pay Contractor at the price(s) and rate(s) _outlined on Contractor's proposal for only the
services, for only the bartering arrangements (on the website booking engine), and for only the options
each and all of which are or will be specifically chosen by the Parks Department as listed on said Proposal
and finalized Agreement Form and for complete and satisfactory performance of this Agreement.
Ongoing services, charges, and support fees shall be as set forth in Contractor's Proposal (Exhibit A to
this Agreement). The City has also opted to include the trade -floor option of four (4) players per day
(Exhibit B to this Agreement). The total amount payable to Contractor shall not exceed one Thousand
Four Hundred Dollars and Zero Cents ($1,400.00) for satisfactory completion of this Agreement with any
ongoing services, charges, and support fees to be charged as described above per Exhibit A. Payments
shall be made via check and shall be made pursuant to the regular City of Richmond purchasing process.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect as outlined on
Contractor's Proposal (Exhibit A and Exhibit B to this Agreement).
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for
cause, at any time by giving at least five (5) Working days written notice specifying the. effective date and
the reasons for termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice,` whether oral or written, by the
Contractor to the City that' is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed prior
to the date this Agreement is terminated, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case of partial termination, the
portion to be terminated.
SECTION V . INDEMNIFICATION AND INSURANCE
Contractor agrees to. obtain insurance and to indemnify the City for any damage or injury to person or
property or any other claims which may arise from the Contractor's conduct or performance of this
Agreement, either intentionally or negligently; provided, however, that nothing contained in this
Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or
employees. Contractor shall as a prerequisite to this Agreement, purchase and. thereafter maintain such
Page 2 of 6
insurance as will protect it from the claims set forth below which may arise out of or result from the
Contractor's operations under this Agreement; whether such operations by the Contractor or by any sub-
contractors or by anyone directly or indirectly employed by .any of them, or by anyone for whose_ acts the
Contractor may be held responsible. .
Coverag
Limits
A.
Worker's Compensation &
Statutory
Disability Requirements
B.
Employer's Liability
$10000
C.
Comprehensive General Liability
Section 1. Bodily Injury -
$1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage
$1,000,000 each occurrence
D.
Comprehensive Auto Liability
Section 1. Bodily Injury
$1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage
$1,000,000 each occurrence
E.
Comprehensive Umbrella Liability
$1,000,000 each occurrence
$2,000,000 each aggregate
F.' Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before
commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from
the industrial board showing that the Contractor has complied with Indiana Code Sections 22--3-2-5, 22-3-
5 -1 and 22-3 -5 -2. If Contractor is an out of state employer and therefore subject to another state's
worker's compensation law, Contractor may choose to comply with all provisions of its home state's
worker's compensation law and provide the City proof of such compliance in lieu of complying with the
provisions of the Indiana Worker's Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status
of all newly hired employees of the contractor through the Indiana E--Verify program. Contractor is not
required to verify the. work eligibility status of all newly hired employees of the contractor through the
Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of
this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does
not knowingly employ an unauthorized alien in accordance with IC 22--5--1.7--11 (a) (2). In the event
Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than
Page 3 of 6
thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the
violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that terminating
this Agreement would be detrimental to the public interest or public property, the City may allow this
Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated
under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for
actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment
activities in Iran. In the even_ t City determines during the course of this Agreement that this certification
is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor
ninety (90) days within which to respond to the written notice. In the event Contractor_ fails to
demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days
after the written notice is given to the Contractor, the City may proceed with any remedies it may have
pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this
certification is no longer valid and said determination is not refuted by Contractor in the manner set forth
in IC 5-22--16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. - PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on
behalf of Contractor or any sub -contractor shall not discriminate against any employee or
applicant for employment to be employed- in the performance of this Agreement, with respect to
hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly
related to employment, because of race, religion, color, sex, disability, national origin, or
ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this Agreement of any
subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of
Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color,
sex, national origin or ancestry against any citizen of the State of Indiana who is qualified
and available to perform the work to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any
sub -contractor shall in no manner discriminate against or intimidate any employee hired
for the performance of work under this Agreement on account of race, religion,. color,
sex,. national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City under this
Agreement, a :penalty of five dollars ($5.00) for each person for each calendar day during
which such person was discriminated against or intimidated in violation of the provisions
of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money due or to
become due hereunder may be forfeited, for a second or any subsequent violation of the
terms or conditions of this section of the Agreement.
Page 4 of 6
C. Violation of the terms or conditions of this Agreement relating to discrimination -or intimidation
shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of
the same from all liability for negligence which may arise in the course of Contractor's performance of its
obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights
or obligations hereunder without the prior written consent of the other party. Any such delegation or
assignment, without -the prior written consent of the other party, shall be null and void. This Agreement
shall be controlled by and. interpreted according to Indiana law and shall be binding upon the parties, their
successors and assigns. This document constitutes the entire Agreement between the parties, although it
may be altered or amended in whole or in part at any time by filing with the Agreement a written
instrument setting forth such changes signed by both parties. By executing this Agreement the parties
agree that this document supersedes any previous discussion; negotiation, or conversation relating to the
subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out
of this Contract -must be filed in said courts. The parties specifically agree that no arbitration or mediation
shall be required prior to the commencement of legal proceedings in said Courts. By executing this
Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue,
or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of
Wayne County, Indiana, _regardless of any right Contractor may have to bring such suit in front of other
tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly
authorized by his or her principal to execute this Contract.
r
In the event of any breach of this Agreement by Contractor, and in addition to any other damages or
remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement,
including but not limited to, City's reasonable attorney's fees.
[Signature Page to Follow.]
Page 5 of 6
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises,
this Agreement shall, be construed as if drafted jointly by the parties, and no presumption or burden of
proof shalt arise favoring or disfavoring any party by virtue of the authorship of any of 'the provisions of
this Agreement.
IN WITNESS WIEREOF, the 1 parties have executed this Agreement at Richmond, Indiana, as of the day
and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND, TEESNAP, LLC
INDIANA by and through its 1201 N. Town Center Drive
Board of Parks and Recreation Las Vegas, NV 89144
By:
Mike Foley; President
Date: ' i — —
11
APPROVED: /
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Page 6of6
Date:
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teesna CUSTOMER AGREEMENT FORM V4.7
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CORE PACKAGE LICENSES MSRP DISCOUNT TAX% TAX TOTAL
Jrs of
TOTAL
Teesnap Software Package (includes Teesnap Access Station)
Each License covers up to 6 users'
..... . . ....... . ..................................... . ............. . ... . .. . ........................... .
. .. . . . . . ............................ . ..... . ....... . ................
....... -.- .. . ................. . . . .. ..... . ........ .......... ........................... . ...........
COMPONENTSADD-ONS
INCLUDED MSRP
DISCOUNT TAX % TAX TOTAL TOTAL
Email Marketing Tool (Email Journeys, Marketing Refresh API)
. . ....... . . .......... . . .........
. ..... . .... ... . ........ . ..... ............. ...................
..................... ....... ................. ................. . .. ......... . ............ . ........
In Person Training, Installation, and Ongoing Support
............... ................ . ............. ................. ... . ........... . .. ... . . ...... . .... .......
......... ............................. .......... .....
......... . ....... . . .......... ................................ ...... .
Extra Day(s) of In -Person Training
..... . ....... . ......... . ............. . ........ . ... ........ . . . ......
Webinar Training
. . ......... .... . .... . ...... . . . ..............
. .. . . .. ...........
...... ...
COMPONENTS/ADD-ONS TOTAL
. .......... . ............. . . ........
WESSITE SERVICES
INCLUDED MSRP
DISCOUNT TAX % TAXTOTAL TOTAL
Website Basic + Form Submissions - 10 pages or less
(SM Claiming, SM Syndication, Bloc, Online Store)
....... -- ... . .............. ........... -1-1 1 .............. . . ...... . . .... ........ -
.......... ........ ............. ......
.............. -- .............. -- .................. .............. ........ . ........... --- .............. --.-..--..--- ..... . . . .................... . ...
Website Intermediate + Form Submissions - 20 pages or less
(SM Claiming, SM Syndication, Blog, Online Store)
....... . . ........ . ....................... ................ ....... .................. ............... -- ...... ..... . ...............
...... ......... ......... . . .... . ..... . ...... . .............................
....... . ......... ............ - ... ................... . . . ....................................... ---.-...-..--- ........... ....... ... -
Website Advanced + Form Submissions - 40 pages or less
(SM-Claiming,,SM Syndication, Blog, Online Store)
..... . . ............... . .........
...........
. . ..............
ADA Customization (Hand over to client)
...... . .......................................... .......................... - ............... ................. --- ... . . ....................... ..........
............ - . ...... ...... ......... - . .....
....... .... . .. - ... - ..... ...... ............. - ........... - ... . .................. .............. . . ........... ............... ........... ..
ADA Customization (Teesnap to monitor)
.. . ........ . . .................. ...................... .................................................................. .......................... ....... ......................
.............................................. . .... .......... ....................................
.......... - .... ................................ . . . .......... .......... ............. . .... -..- ..... .
WEBSITE SERVICES TOTAL
PROFESSIONAL SERVICES
INCLUDED MSRP
DISCOUNT TAX % TAX TOTAL TOTAL
Managed Accounting Services
.................................. . ........... . . . ...... . . . .......... . .. .
........ . ......... . . . . .......................................................................
...................... .......... . ... . ............... ............. - .................. ......... . ............... . ...............................
Teesnap Social Subscription
- -------------- ------------------- --- - ---------------------------------
. . . .............
. ............
Teesnap Social +
---------- - - - - -- - -- - - - ------------- - - ----------
. . . . ............ . .. . ........ . ...... . . ...... ..............................
.. ....... ........... .
Managed Marketing Lite
- - ----------------- ---------- . . . ... ....... . ............ ......
. ...........
......... .... . . .. . . .... . . . ...............
Managed Marketin'g Pro
.. . ........ . . . ... . .......... . -.- ....... . .. . .. . ........ . . ..................
. ........
.Managed Marketing Thrive
. . .. . . .......................... .......... ........................ . .... . ........
. . ..
. .... . .......... ........ . . ...... .
Managed Marketing Rev6nue
........................................................... -- ........ .............. . . ........................... ............ ....... ............. -.- ..............................................
............
. ... . ... . ................................................... ............... ............................. ....... ... ........
Teesnap Messenger Marketing
.......... .................................... --- ....... ---- .......... ....... ................... ....................... ................ ...............
...... 1---- ........... . . ........... ............................... .........
........ . ...... ................... . ..... ........... .. ............
PROFESSIONAL SERVICES TOTAL
ADDITIONAL HARDWARE NUMBER INCLUDED
Thermal Cloud Printer - TSP6541 1
. ...... . .. . . ................................... --- - -----------
TOTAL MSRP
Impact Cloud Printer - SP742CLOUDPRNT
. ........... ................ ...... . ..
. . . ....... .
TOTAL DISCOUNT
..........
Thermal Bluetooth Printer - T.SP65411BI-24
. ...................... - ........ . . ....... . .... ........ . ... . . .
.. . . .........
SUBTOTAL
------ - - ------
Cash Drawer - 13"x13"
......... . . ............ I ........ ............ ... ........ -.- ............ -- .... . ....... . . . ... ...... .............................
... . ........................
TAXES DUE
-------------
I
Cash Drawer - 1 0""x16"'
TOTAL ANNUAL PRICE DUE
EXHIBIT PAGE
teesnap CUSTOMER AGREEMENT FORM V4.7
LaSL editu d 1425 19 of 8
PAYMENT & PRICING (Please choose one)
Customer agrees to pay the Total Annual Price Due in US Dollars, based on the Payment and Pricing identified above, by one of the following methods:
ACH Electronic Funds Transfer - An ACH Electronic Authorization Payment Form must be completed. Funds transfers will occur on the dates
and schedule specified in this Agreement. (Preferred Method)
Credit Card on File - A Credit Card Authorization form must be completed. Customer shall be charged a processing fee equivalent to that which
Teesnap is charged for payments made by credit card. Customer shall be liable for any and all fees (annual fees, late payment fees, etc.) associated
with the credit card. Customer's card on file will be billed on the dates and schedule specified in this Agreement. (Monthly or Annual Only)
A io processing fee will be charged on all Golf Course customer credit and debit card transactions. The fee'will be deducted from the Golf
Course's total credit and debit card activities each day. Sales tax is applicable on processing fees in the following states: CT, NM, OH, and the District of
Columbia.
* Please note that for installment plans (daily and monthly payment schedules) tax rates for any taxes collected may be subject to change based on
applicable government laws and/or regulations. - -
EXHH1 BIT PAGE r�0E-Y-�
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teesnap CUSTOMER AGREE ENT° FORM V4.7
Last edited 4!25 1 9 °_ 4 of 8
This Software as a Service Agreement (the "Agreement") effective as of (the "Effective Date") is made and entered into by and between
, a golf course with its principal place of business at (hereinafter the
"Customer"'and/or- "Golf Course"), and Teesnap, LLC, a.Nevada limited liability company, with a registered address located at 1201 N. Town Center
Drive, Las Vegas, NV 89144 ("Teesnap"). Customer and Teesnap may be referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, Customer wishes to purchase"and utilize services and the system (the "System") provided by Teesnap.
WHEREAS, Teesnap will provide the System for booking golf course reservations and related services, for processing of retail- purchases from the
Golf Course's pro shop, payment and collection of fees, and charges from the'Golf Course's customers.
NOW, THEREFORE, in consideration of the mutual promises contained herein and the agreements set forth below, the receipt and sufficiency of
which consideration is hereby acknowledged, the Customer and Teesnap agree as follows:
SECTION 1. DESCRIPTION OF SERVICES
1.1 Upon implementation of the System, Teesnap will provide Customer with access to its System and the selected services (the "Services") as
described on page 2 of this Agreement.
1.2 System will be installed on (the "Installation Date").
1.3 Teesnap hereby grants Customer a limited, non -transferable, and non-exclusive license to remotely access and use the System solely during
the Term (as defined herein) of the Agreement. Except for this limited usage right during the Term, nothing in this Agreement grants Customer -
any rights, title or interest in the System, Services, or any deliverables provided by Teesnap. Teesnap reserves the Tight to make changes and
updates to the functionality and/or documentation of the System from time to time.
SECTION 2. TEESNAP ACCOUNT � -
2.1 On or after the Installation Date, Teesnap will conduct an onsite installation and training session of.the System at the Golf Course. During
this time, Teesnap and Customer will work together to customize Customer's account for the System. This includes, but is not limited to the
following:
a. Customizing 'Customer's account with Teesnap;
b. Customizing Customer's administrative environment for all related personnel and products;
c. Customizing Customer's products, including the cost and retail pricing for each product Customer offers; and
d. All other steps required for the operation of the System.
2.2 Customer's account will facilitate Customer's use of the System and will allow Customer to receive current reservations, sales related J
information, and other information pertaining to Customer's relationship with Teesnap.
2.3 Teesnap is not and will not be liable for any loss or damage arising from Customer's failure to manage and maintain its account.
SECTION S. SYSTEM PARTICIPATION
3.1 Golf Course Offerings. To participate in the System, Customer must supply the content and images to describe and illustrate the Golf
Course and its service offerings ("Golf Course Offerings"), by completing and submitting, or authorizing an agent to complete and submit, the
information to Teesnap. Golf Course Offerings include, but are not limited to, tee time pricing, pricing on retail items, and pricing on food and
beverage. Customer is responsible and liable for all Golf Course Offerings and terms, and forTeesnap's or any purchaser's use or reliance on
any of the foregoing. -
3.2 Promotion of Golf Course. Teesnap will coordinate with Customer to market the Golf Course Offerings; Teesnap does not warrant or
guarantee the use of the'System will result in any particular amount of revenue or profit to the Customer.
3.3 Responsibility for Golf Course Offering. Customer represents that all services provided by the Golf Course for customers booking
through the System will be consistent with prevailing industry standards for similar golf courses in the area. Customer will be responsible for
all customer service with respect to the Golf Course Offerings. Teesnap shall have no liability for the nature, completeness, or accuracy of
information provided by Customer about the Golf Course Offerings or the fulfillment of the Golf Course Offerings.
EXHIBIT PAGE OF 13
Eeesnap CUSTOMER AGREEMENT FORM V4.7
Last edited 4/2',119 ` a'r Ie �, of 8
3.4 Processing of Sale. All sales transactions for the Golf Course will be processed through the System with Teesnap as the Merchant of
Record. Customer agrees that the System will be the exclusive reservation and retail system used by the Golf Course, and that all golf
related commercial activities, including the reservation of calendar for tee times, will be booked through the System during the Term of this
Agreement.
3.5 License to Customer's Content. During the Term of this Agreement, Customer hereby grants Teesnap a non-exclusive, worldwide,
transferable, irrevocable, and sub -licensable license to use, copy, distribute, display, and perform any of Customer's content concerning the
Golf Course and the Golf Course Offerings (including any trademarks, trade names, logos or copyrighted material of Customer to be included
in any advertising of the Golf Course or Golf Course Offerings) in any and all media or formats in connection with Teesnap's fulfillment of its
rights and obligations under this Agreement, including the promotion of the Golf Course and Golf Course Offerings.
3.6 Customer Data. Customer acknowledges that it will own all data collected by, or on behalf of, Teesnap pursuant to this Agreement, including
all information and data of individuals who may or do purchase the Golf Course Offerings ("Customer Data"); provided, however, that
Teesnap and its affiliates shall have the right to use any such data collected by it for marketing or other purposes. Teesnap affiliates shall not
use Customer Data to compete with Golf Course Offerings, but may use Customer Data to market non -competing products and promotions
to course customers. Teesnap shall take commercially reasonable efforts to protect the security of Customer Data and comply with all
laws relating to the processing of any Customer Data, including any applicable subscribelunsubscribe requirements with regard to email
communications. if Customer becomes aware of, or suspects,.any unauthorized access to or use of Customer Data by Teesnap, Customer shall
immediately notify Teesnap and shall cooperate with Teesnap in the investigation of such breach and the mitigation of any damages.
3.7 Press Release. Teesnap may, in its sole discretion, include Customer and the Golf Course in any press release regarding the Golf Course
Offerings described herein or otherwise identify Customer as one of its golf course clients. Any press release Customer may want to issue
which includes Teesnap must be pre -approved in writing by Teesnap prior to release.
3.8 PCI Compliance. Teesnap is and will remain PCI compliant for the life' of the product. The annual PCI compliance certification (SAQ) is the sole
responsibility of Teesnap. Documentation required for validation of this process or confirmation of completion is available upon request.
SECTION 4. PAYMENTTERMS
4.1 System Pricing. In return for the System provided by Teesnap to Customer hereunder, Customer shall pay to Teesnap the fees in the amounts
set forth'on page 2 of this Agreement, and will pay according to the payment method selected on page 3 of this Agreement.
4.2 Additional Items. For each additional day required to finish installation and to complete training, Customer will be charged an additional
daily rate as described on page 2 of this Agreement.
4.3 Currency. All payments hereunder stealI be in US Dollars (USD) and made .by check, credit card, debit card, or ACH electronic transfer. Credit
and debit card payments are subject to a processing fee as indicated in this Agreement.
4.4 Customer Products Pricing. All prices for the Golf Course Offerings shall be established by the Customer. Any price changes to the Golf
Course Offerings shall become effective once loaded into the System.
4.5 Managed Marketing Services Customers - Revenue Share Payment Plan. r
a. For those Customers electing to purchase Teesnap's Full Managed Marketing Services or the Full Managed Marketing Services Plus
Revenue Management, payment to Teesnap for the products and services provided. subject to this Agreement shall be made pursuant
to this Revenue Share Payment Plan.
b. Customer will cooperate with Teesnap in the procurement and supply of all documentation requested by Teesnap, including financial
reports, rounds reports, and other information deemed necessary for a proper and accurate pre and post assessment of Customer(s)
business and revenues.
C. Teesnap will provide Customer with support detailing monthly results for agreed upon growth factors.
d. Any new initiative signed by Customer after the Effective Date of this Agreement shall be deemed to be based on the collaborative
efforts of Teesnap coupled with the Customer's execution team.
e. Over the course of the initial Term of this Agreement, following the next month of achieved results, Teesnap shall provide a report for
adjusted remittance due to Teesnap based upon baseline growth revenues. Customer- will remit full payment to Teesnap as provided for
in this Agreement.
f. All improvements made to any of Customer's revenue(s) between the Effective Date on this Agreement and the termination of the
Agreement, once Teesnap consultation has begun, will contribute towards the Teesnap revenue growth initiative as previously noted.
Teesnap and Customer agree that Customer's mutually agreed upon current revenue baseline, incentives, and terms will be used as the
benchmark. Customer's benchmark data will be used as the basis for calculating growth from Teesnap's Managed Marketing Services.
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4.6 Customer Sales and Payment Processing. Teesnap will be responsible for processing all credit and debit card payments from Golf
Course's customers. Golf Course`s name will be displayed on the customer's statement as the sales agent. The System will also track all cash
transactions. The Golf Course shall be responsible for handling and processing of all cash payments.
4.7 Payments to Golf Course. The third -party payment card processor will process all credit and debit card activities for the Golf Course. The
third -party payment card processor will remit proceeds via Automated Clearing House (the "ACH") to Customer account within two business
days.
4.8 Taxes.
Taxes Related to Golf Course Offerings:
Customer shall be solely responsible for any taxes, levies, duties and/or similar govern menta['assessments (collectively, "Taxes") of any nature
assessable by any jurisdiction whatsoever in connection with the purchase and/or use of Golf Course Offerings. Customer agrees to hold
Teesnap harmless of any liability with respect to any such Taxes.
Taxes Related to Teesnap Services:
If the collection and remittance of Taxes to governmental bodies is applicable on Teesnap Services, Customer agrees to pay Teesnap the
amounts to be collected and.remitted. Information on assessed and remitted taxes concerning Customer's Teesnap Services will be provided
to Customer by Teesnap. Please note that any Taxes collected may be subject to change based on applicable government laws and/or
regulations.
4.9 Reports. Teesnap will provide comprehensive reports summarizing Customer's activities for:
a. Each Period;
- b. All tax related reporting including state, county, and local taxes; and
c. Any other activity designated by Customer.
4.10 Chargebacks. Customer may receive a chargeback from a customer or a credit card company (the "Payment Brand") for a number of reasons
under the Payment Brand rules. The following are some of the most common reasons for chargebacks, and in no way is this intended to be an
exhaustive list of possible chargeback reasons:
1 ) Customer's failure to issue a refund to a customer upon the return or non -delivery of goods or services;
2) A required authorization/approval code was not obtained;
3) The transaction data was prepared incorrectly or fraudulently;
4) Customer disputes the transaction or authenticity of the signature of the transaction data or payment instrument, or claims the
transaction is subject to a set-off, defense, or counterclaim; or
5) The customer refuses to make payment for a transaction because the customer's good faith opinion, a claim or complaint has not been
resolved, or has been resolved in an unsatisfactory manner.
4.11 Excessive Chargebacks. If Customer receiver an excessive amount of chargebacks, as determined by the Payment Brands, Teesnap may
take the following actions: (i) review Customer's internal procedures relating to acceptance of payment instruments and notify Customer
of new procedures it should adopt in orderto avoid future chargebacks; (ii) notify Customer of a new rate Teesnap will charge to process
chargebacks; (iii) collect from Customer (pursuant to page 2 of this Agreement) an amount reasonably determined by Teesnap to be sufficient
to -cover anticipated chargebacks and all related fees, penalties, expenses, and fines, ar (iv) terminate the Agreement. Customer also agrees
to pay any and all penalties, fees, fines and costs assessed against it relating to the violation of this Agreement or the Payment Brand rules
t
with respect to Customer's acceptance of payment instruments, Customer's transactions or with respect to excessive chargebacks under this
section.
SECTION S. TERM AND TERMINAT I0N
5.1 Term. This Agreement is effective as of the Effective Date set forth above and will remain in effect for one (1) year (the "Term"). After the initial
Term and until terminated by either Party, as provided herein, this Agreement shall be automatically extended for successive one (1) year
periods, unless renegotiated prior to end of the Term.
5.2 Termination for Convenience. Either Party may terminate this Agreement at anytime, with or without cause and without further obligation,
except for any outstanding and undisputed payments due to a Party, by providing the other Party with thirty (30) days advance written notice.
��iT PAGE 6 OfF_'R.
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-A teesnap CUSTOMER AGREEMENT FORA V4.7 .
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5.3 Termination by Breach of Agreement. In the event either Party breaches any of the material terms or conditions of this Agreement, and
such breach is not cured within thirty (30) days after receipt of written notice specifying the nature of the breach, the non -breaching Party may
terminate this Agreement without any further delay or obligation hereunder.
5.4 Effects of Termination, If Customer terminates this Agreement per the provisions of section 5.2, or if Teesnap terminates this Agreement per
the provisions of section 5.3, Customer shall i) forfeit any and all pre -paid expenses and fees; or ii) pay Teesnap, within fifteen (15) days from
the date of termination, any and all outstanding payments due Teesnap. If Customer's billing schedule is either daily or monthly, and Customer
terminates this Agreement for any reason within ninety (90) days from the Installation Date, Customer shall pay Teesnap a flat fee of one
thousand five hundred dollars ($1,500) as reimbursementtoTeesnap for travel expenses. Upon termination of this Agreerrment for any reason
Customer will, within fifteen (15) days from the date of termination, return all equipment leased to Customer by Teesnap.
SECTION 6. MANAGED MARKETING S.ERVK',ES
6.1 Services. Customer appoints Teesnap as its exclusive agent to market, provide guidance, and intelligence, and to consult Customer on
marketing initiative(s). In this capacity, Teesnap shall have all powers as may be necessary r expedient to carry out the purposes of and the
transactions contemplated in this Agreement and will provide such insight as needed, as well as access to Teesnap's Managed Marketing
Team.
6.2 Teesnap will manage the following Services to Customer:
a) Website Management
b) Online Store Management
}
c) Email Marketing Management
d) Social Media Management
e) Paid Ads on Social Media
f) Messenger Marketing
Planning Calendar ~
Customer and Teesnap agree that the planning and communication stage of this Agreement is essential to its success. Both Parties will, to the
best of their abilities, meet via electronic meetings or in person to develop the yearly plan. In executing this plan, both Parties also agree that
they must work together to make it successful in design and execution.
Website Management
Customer and Teesnap agree that when new pages and new designs are required, both Parties Will agree to the branding look and feel of
such pages and that new page creation will not exceed four new pages in any given week.
Email Management
Customer and Teesnap agree thatTeesnap will provide drafts of emails to Customer and Customer will sign off on drafts before sends.
Customer and Teesnap agree that previously signed off on email templates may be sent without approval. Customer agrees that no more than
10 email campaigns will be sent in any given week.
Paid Social Media
Customer and Teesnap agree that Teesnap will have admin privileges to FB, Google+ and Linkedln. Customer and Teesnap will agree on
budget spend for any given strategy and.that Customer's credit card on file will be in good standing for such spending. This spending will be
in addition to Teesnap Managed Marketing service cost.
Messenger Marketing
Teesnap will integrate Customer's Teesnap website and Facebook Messenger marketing via the growth tools. Teesnap will engage Customer's
audience in accordance with the Facebook Messengerterms and services. Flows and sequences will also be managed in accordance with
Facebook's terms of use. in any given week during the year, a limit of one new flow and one new set of sequences will be programmed by
Teesnap.
6.3 License to Customer's Content. During the Term of this Agreement, Customer hereby grants Teesnap a non-exclusive, worldwide,
transferable, irrevocable, and sub -licensable license to use, copy, distribute, display, and perform any of Customer's content concerning the
Golf Course (including any trademarks, trade names, logos or copyrighted material of Customerto be included in any advertising of the Golf
Course Offerings) in any and all media orformats in connection with Teesnap's fulfillment of its rights and obligations under this Agreement,
including the promotion of the Golf Course Offerings.
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SECTION 7. INDEMNIFICAT 10N
7.1 By Customer. Customer agrees to indemnify, defend and hold Teesnap and its subsidiaries, affiliates, parent company, and their respective
officers, directors, shareholders, employees, agents, and contractors (the "Indemnitees"), harmless from and against any and all demands,
claims, causes of action, damages, liabilities, fines and expenses, including reasonable attorneys' fees and costs (collectively "Claims"),
including without limitation direct and indirect, incidental or consequential damages, that are directly or indirectly related to: (i) the operation
of the Golf Course (ii) Customer's performance of the Agreement, (iii) Customer's failure to comply with any obligations set forth in the
Agreement, (iv) website accessibility for disabled users under the Americans with Disabilities Act ("ADA") or similar laws, (v) the damage or
destruction of real or personal property or personal injuries (including death), (vi) the intentional, reckless or negligent acts or omission of
Customer or its officers, directors, shareholders, employees, agents, contractors, subsidiaries and affiliates, (vii) Customer's failure to comply
with applicable lavers, regulations or orders, (viii) any claim or cause of.action by or on behalf of Customer's employees) against Teesnap,
including without limitation, worker's compensation or personal injury, employment benefits, or anyfederal or state employment law or
regulation, or (ix) failure to comply with any applicable data protection regulations or laws, or claims or liability arising from a data breach,
unless such breach is caused by Teesnap's willful misconduct or gross negligence. The. obligations of this section shall survive the expiration or
termination of this Agreement.
7.2 Limitation of Teesnap's Liability. Teesnap's sole and complete liability to Customer with respect to.the System and Services shall be limited
to the amount actually paid to Teesnap pursuant to this Agreement within the three (3) months prior to such claim. in no event shall Teesnap
be liable to Customer or any other third party for any claims relating -to the use of Customer's goods and services, including but not limited to
claims relating to injuries, illness or death.
SECTION 8. DATA SECURI T Y
8.1 Data Security Practices. Customer agrees to use security technologies and techniques in accordance with industry best practices, including
those relating to the prevention and detection of unauthorized use and access of systems and networks. A "Security Breach" is any act or
omission that results in: (i) the unauthorized access or use of confidential information; or (ii) a breach of the physical, technical, administrative
or organizational safeguards put in place by the either Party, that relate to the protection of the security, confidentiality, or integrity of
confidential information. In the event of a Security Breach, Customer shall provide Teesnap with the name and contact information for a
Customer employee or position which shall serve as Teesnap's primary contact and shall be available to assist Teesnap twenty-four (24) hours
per day, seven (7) days per week as a contact in resolving obligations associated with a Security Breach. To the extent permitted by law and
law enforcement authorities, Customer shall notify Teesnap of a Security Breach as soon as practicable by phone and in writing, but no later
than twenty-four (24) hours after Customer becomes aware of it. Immediately following Customer's notification to Teesnap of a Security
Breach, the Parties shall coordinate with each other to investigate the Security Breach.
8.1 Data Protection Regulations. Customer shall, at all times, maintain policies, practices and procedures sufficient to comply with data
protection regulations such as the EU General Data Protection Regulation, or the California Consumer Privacy Act (to take effect on January
1; 2020). in the event Customer is found to be in violation of such data protection regulations or similar laws, Customer shall indemnify and
hold harmless Teesnap from any claims, demands, or liability arising from Customer's breach or violation of the same.
IN WITNESS WHEREOF, the Parties have agreed to the terms of this Agreement as of the Effective Date.
1EXHIBIT PAGE 'OF
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Private Public 9 27
Semi -Private F&B Only 18 Other
Zip C' o d e
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CUSTOMER AGREEMENT FORM VTP
Last editec 8?2 20 19
COREPACKAGE LICENSES
Teesnap Golf + F&B Soft tare Package {includes Teesnap Access Stations
Each License covers up to c ;users
COMP01 ENTS/ADD-ONS INCLUDED
Custom Website + Form Submissions
(SNd Claiming, SM Syndication, Flog, Online Store)
Email Marketing Tool (Email Journeys, Marketing Refresh API)
M_.._.w_........._.._._.-..-...-..... --........................... --....---------... __ - .......... _ ......... ........ .._.._. _._ ....... ......._... __ __ . ___ ........ .---- ------_.._......-, __.............._._...........� .... _ ._..� .._ . _ _ -
In Person Training, Installation, and Ongoing Support
Extra Dayls) of In -Person Training
Webinar Training
ARMING SERVICES
Mar -aged Accounting Services
Social +
Managed Marketing Lite Managed
Marketing Pro Managed Marketing
Thrive Managed Marketing Revenue
Teesnap Messenger Marketing
INCLUDED
CORE + COMPONENTS/ADD-ONS TOTAL
PROFESSIONAL SERVICES TOTAL
TTL PLAYERS PER DAY DUE
teesnap CUSTOMER AGREEMENT FORM VTP
Lmt eGEte`i 8/22/201 rt
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Based on the selected products grid serWi�es, Course a ji-ee',to pr=ouide Teesnap
Pla yet s e"r clay ..as payment ... •.
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:::Tl ese players in ill be a;yailabfe for sale on.any day:thatthe golf course is. o nand has availability. h -oughout fhe.terrn:.of Phis agreemert
TEEPAY: TeePay is an alternative payment method that allows the Course to provide Teesnap a mutually agreed upon number of players per day in
exchange for products and services. A single "Player" is defined as one (1) individual 18-hole round (with cart) made available for sale by Teesnap for
its own benefit. Each Player shall be made available for sale beginning on the first day of the month and will be made available on subsequent days
throughout the month. Teesnap will never offer more than the daily agreed upon Player(s) unless otherwise agreed upon by the Golf Course.
The tee times of the individual 18-hole rounds provided as Players) shall be mutually agreed upon. Teesnap shall have the ability to sell Player(s) at a
price that is atthe discretion of Teesnap (except where mutually agreed upon). Player(s) will be available for purchase on the Golf Course's website.
Teesnap will collect payments for Teepay Times and all applicable taxes directly from golfers.
Throughout the term of this agreement, the Course agrees to use the Teesnap booking portal on their website as the sole provider for online tee time
reservations. Additionally, anytime where there are tee times available to the public, the Course agrees to ensure those times are available online for
purchase through the Teesnap booking portal.
PROCESSING FEES
A % processing fee will be charged on all Golf Course customer credit and debit card transactions. The fee will be deducted from the Golf
Course's total credit and debit card activities each day. Sales tax is applicable on processing fees in the following states: CT, NM, OH, and the District of
Columbia.
* Please note thatfor installment plans (daily and monthly payment schedules) tax rates for any taxes collected may be subjectto change based on
applicable government laws and/or regulations.
SOFTWARE AS A ;SERVICE AGREEMENT
This Software as a Service Agreement (the "Agreement") effectiveas of (the "Effective Date") is made and entered into by and between
, a golf course with its principal place of business at (hereinafter the
"Customer" and/or "Golf Course"), and Teesnap, LLC, a Nevada limited liability company, with a registered address located at 1201 N. Town Center
Drive, Las Vegas, NV 89144 ("Teesnap"). Customer and Teesnap may be referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, Customer wishes to purchase and utilize services and the system (the "System") provided by Teesnap.
WHEREAS, Teesnap will provide the System for booking golf course reservations and related services, for processing of retail purchases from the
Golf Course's pro shop, payment and collection of fees, and charges from the Golf Course's customers.
NOW, THEREFORE, in consideration of the mutual promises contained herein and the agreements -set forth below, the receipt and sufficiency of
which consideration is hereby acknowledged, the Customer and Teesnap agree as follows:
r
4 - tee'snap
CUSTOMER AGREEMENT FORM VTP
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SECTION 1. DESCRIPTION OF SERVICES
1.1 Upon implementation of the System, Teesnap will provide -Customer with access to its System and the selected services (the "Services") as
described on page 2 of this Agreement.
12 System will be installed on (the "Installation Date").
1.3 Teesnap hereby grants -Customer a limited, non -transferable, and non-exclusive license to remotely access and use the System solely during
the Term (as defined herein) of the Agreement. Exceptfor this limited usage right during the Term, nothing in this Agreement grants Customer
any rights, title or interest in the System, Services, or any deliverables provided by Teesnap.Teesnap reserves the rightto make changes and
updates to the functionality and/or documentation of the System from time to time.
SECTION 2. TEESNAP ACCOUNT
2.1 On or afterthe Installation Date, Teesnap will conduct an onsite installation and training session of the System atthe Golf Course. During
this time, Teesnap and Customer will work together to customize Customer's account for the System. This includes, but is not limited totHe
following:
a. Customizing Customer's account with Teesnap;
b. Customizing Customer's administrative environment for all related personnel and products;
c. Customizing Customer's products, including the cost and retail pricing for each product Customer offers; and
d. All other steps required for the operation of the System.
2.2 Customer's account will facilitate Customer's use of the System and will allow Customer to receive current reservations, sales -
related information, and other information pertaining to Customer's relationship with Teesnap.
2.3 Teesnap is not and will not be liable for any loss or damage arising from Customer's failure to manage and maintain its account.
SECTION -. SYSTEM PARTICIPATION
3.1 Golf Course Offerings. To participate in the System, Customer must supply the content and images to describe and illustrate the Golf
Course and its service offerings ("Golf Course Offerings"), by completing and submitting, or authorizing an agent to complete and submit,the
information to Teesnap. Golf Course Offerings include, but are not limited to, tee time pricing, pricing on retail items, and pricing on food and
beverage. Customer is responsible -and liable for all Golf Course Offerings and terms, and for Teesnap's or any purchaser's use or reliance on
any of the foregoing.
32 Promotion of Golf Course. Teesnap reserves the right to market the Golf Course Offerings to the Golf Course customers. Teesnap
will be responsible for creating and designing the email that will promote and market the Golf Course and the Golf Course Offerings
by sending marketing emails to Golf Course customers. The Customer acknowledges and agrees that it will, at all times, be in
compliance with the CAN-SPAM Act. This includes, but not limited to; promptly honoring any apt-out/unsubscribe requests received
from a customer. Teesnap does not warrant or guarantee the use of the System will result in any particular amount of revenue or .
profit to the Customer.
3.3 Responsibility for Golf Course Offering. Customer represents that all services provided by the Golf Course for customers booking
through the System will be consistent with prevailing industry standards for similar golf courses in the area. Customer will be responsible for
all customer service with respect to the Golf Course Offerings. Teesnap shall have no liability for the nature, completeness, or accuracy of
information provided by Customer about the Golf Course Offerings or the fulfillment of the Golf Course Offerings.
3A Processing of Sale. All sales transactions for the Golf Course will be processed through the System. Customer agrees that the System will
be the'exclusive reservation and retail system used by the Golf Course, and that all golf related commercial activities, including the
reservation of calendar for tee times, will be booked through the System during the Term ofthis Agreement.
3.5 License to Customer's Content. During the Term of this Agreement, Customer hereby grants Teesnap a non-exclusive, worldwide,
transferable, irrevocable, and sub -licensable license to use, copy, distribute, display, and perform any of Customer's content concerning the
Golf Course and the Golf Course Offerings (including any trademarks, trade names, logos or copyrighted material of Customer to be included
in any advertising of the Golf Course or Golf Course Offerings) in any and all media or formats in connection with Teesnap's fulfillment of its
rights and obligations under this Agreement, including the promotion of the Golf Course and Golf Course Offerings.
J 3.6 Customer Data. Customer acknowledges that it will own all data collected by, or on behalf of, Teesnap pursuant to this Agreement, including
all information and data of individuals who mayor -do- • ur-chase the Golf Course-Offe-rin - stomer Data"); provided, however, that
.teesnap CUSTOMER AGREEMENT
NT FORM 1fTP
L eist editec 8.122i2019
Teesnap and its affiliates shall have the right to use any such Customer Data collected through Customer's use of the System for marketing or
other purposes. Teesnap affiliates shall not use Customer Data to compete with Golf Course Offerings, but may use Customer Data to market
non -competing products and promotions to Golf Course customers. Teesnap shall take commercially reasonable efforts to protect the
security of Customer Data and comply with all applicable laws relating to the processing of any Customer Data, including any applicable
subscribe/unsubscribe requirements with regard to email communications. If Customer becomes aware of, or suspects, any unauthorized
access to or use of Customer Data by Teesnap, Customer shall immediately notify Teesnap and shall cooperate with Teesnap in the
investigation of such breach and the mitigation of any damages.
3.7 Press Release. Teesnap may, in its sole discretion, include Customer and the Golf Course in any press release regarding the Golf Course
Offerings described herein or otherwise identify Customer as one of its golf course clients. Any press release Customer may want to issue
which includes Teesnap must be pre -approved in writing by Teesnap prior to release.
3.8 PCI Compliance. Teesnap is and will remain PCI compliant for the life -of the System. The annual PCI compliance certification (SAO) is the sole
responsibility of Teesnap. Documentation required for validation of this process or confirmation of completion is available upon request.
3.9 Hardware and Data Usage. Customer agrees to utilize the hardware and cellular data connection exclusively for the purposes set forth in this
Agreement. This includes limiting use to authorized apps, websites, and approved add-ons. Teesnap reserves the right to modify, suspend
access, and/or pass on fees incurred by Teesnap for excessive data usage.
SECTION 4. PAYMENT TERMS
41 - System Pricing. In return for the. Services and System provided by Teesnap to Customer hereunder, Customer shall deliver the number of
Player(s) as set forth on page 2 of this Agreement. In the event that Teesnap is unable to generate enough revenue to cover costs via the
Teepay option, Teesnap reserves the right to post double the agreed upon daily allotment but will never sell more than the original total
monthly allotment. Additionally, Teesnap will work with the golf course on mutually agreeable alternative payment options.
4k2 Additional Fees. If an ACH Electronic Funds Transfer debit request is not successful; Customer will be subject to a $ 1 5 transaction fee for
each occurrence. Additionally, any aged balance beyond 30 days will be subject to a monthly late fee equal to 1 5% of the balance owed.
4.3 Customer Products Pricing. All prices for the Golf Course Offerings shall be established by the Customer. Any price changes to the Golf
Course Offerings shall become effective once loaded into the System.
4.4 Customer Sales and Payment. Processing. Teesnap will be responsible for processing all credit and debit card payments from Golf
Course's customers. Golf Course's name will be displayed on the custom er's'staternent as the sales agent. The System will also track all cash
transactions. The Golf Course shall be responsible for handling and processing of all cash payments.
45 Payments to Golf Course. The third -party payrnent card processor will process all credit and debit card activities for the Golf Course. The
.third -party payment card processor will remit proceeds via Automated Clearing House (the "ACH") to Customer account within two business
days.
4.6 Taxes.
Taxes Related to Golf Course Offerings:
Customer shall be solely responsible for any taxes, levies, duties and/or similar governmental assessments (collectively, "Taxes") of any nature
assessable by any jurisdiction whatsoever in connection with the purchase and/or use of Golf Course Offerings. Customer agrees to hold
Teesnap harmless of any liability with respect to any such Taxes.
Taxes Related to Teesnap Services:
If the collection and remittance of Taxes to governmental bodies is applicable on Teesnap Services, Customer agrees to pay Teesnap the
amounts to be collected and remitted- Information on assessed and remitted taxes concerning Customer's Teesnap Services will be provided
to Customer by Teesnap. Please note that any Taxes collected may be subject to change based on applicable government laws and/or
regulations.
Taxes Related to TeePay:
- Teesnap will -collect all applicable taxes directly from golfers. Taxes collected from the golfers is not considered a form of payment.
4.7 Hardware. During the Term of this Agreement, or any renewal thereof, Teesnap agrees to replace, at no additional cost to Customer, any
hardware provided under this Agreement that is deemed defective or inoperable, in Teesnap's sole opinion. Customer will be responsible for
cost of the replacement of any hardware that is damaged by Customer or any of its employees, agents or subcontractors.
4L8 Reports. Teesnap will provide comprehensive reports summarizing Customer's activities for:
a. Each Period;��- ..}-. �'� r
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CUSTOMER AGREEMENT FORM 1fTP
Last, e0ktc i 8/2-.:2")l0
b. All tax related reporting including state, county, and local taxes; and
c. Any other activity designated by Customer. ,
SECTION 5, TERM AND TERMINATION!
5.1 Term. This Agreement is effective as of the Effective Date set forth above and will remain in effect for two (2) years (the "Initial Term"). After
the Initial. Term and until terminated with 30 days' advance notice by either Party, as provided herein, this Agreement shall be
automatically extended for successive one (1) year periods, unless renegotiated prior to end of the Term.
52 Termination for Convenience. Either Party may terminate this agreement at any time, with or without further obligation, except for any
outstanding and undisputed payments due to a Party, by providing the other Party with ninety (90) days advance written notice.
5.3 Termination by Breach of Agreement. In the event either Party breaches any of the material terms or conditions of this Agreement, and
such breach is not cured within thirty (30) days after receipt of written notice specifying the nature of the breach, the non -breaching Party,may
terminate this Agreement without any further delay or obligation hereunder.
5A Effects of Termination. If either Party terminates this Agreement pe'r the provisions of section 5.2 or 5.3, Customer shall Q forfeit any and all
pre- paid expenses and fees; Teesnap shall have the right to debit via ACH, or charge a CCoF, for any and all outstanding payments due to
Teesnap; to include Early Termination Fees outlined in section 5.5.
5.5 Effects of Termination. If Customer terminates this Agreement per the provisions of section 5.2, or if Teesnap terminates this Agreement per
the provisions of section 5.3, Customer shall pay Teesnap, within fifteen (15) days from the date of termination, as an early termination fee,
one -thousand dollars ($1,000) per month for each month remaining in the current Term. In addition, if Customer terminates this Agreement
for any reason prior to the Installation Date or within ninety (90) days from the Installation Date, Customer shall pay Teesnap a flat fee of one
thousand five hundred dollars ($1,500) as reimbursement to Teesnap for travel expenses.
• 5
5.6 Equipment Return. Upon termination of this Agreement for any reason Customer will, within fifteen (15) days from the date of termination,
return all equipment [eased to Customer by Teesnap. If leased equipment is not returned, or is damaged upon receipt, Teesnap shall have the
right to debit via ACH, or charge a CCoF, the full replacement value for the leased equipment.
SECTION 6. MANAGED MARKETING SERVICES
6.1 Services. Customer appoints Teesnap as its exclusive agent to market, provide guidance, and intelligence, and to consult Customer on
marketing initiative(s). In this capacity, Teesnap shall have all powers as may be necessary to carry out the purposes of and the
transactions contemplated in this Agreement and will provide such insight as needed, as well as access to Teesnap's Managed Marketing
Team.
6.2 Teesnap-will manage the following Services to Customer:
a) Website Management
b) Online Store Management
c) Email Marketing Management
d) Social Media Management
e) Paid Ads on Social Media
f) Messenger Marketing
Planning Calendar ,
Customer and Teesnap agree that the planning and communication stage of this Agreement is essential to its success. Both Parties will, tothe
best of their abilities, meet via electronic meetings or in person to develop the yearly plan_ In executing. this plan, both Parties also agree that
they must work together to make it successful in design and execution.
Website Management
Customer and Teesnap agree that when new pages and new designs are required, both Parties will agree to the branding look and feel of
such pages and that new page creation will not exceed four new pages in any given week.
Email Management
Customer and Teesnap agree that Teesnap will provide drafts of emails to Customer and Customer will sign off on drafts before sends.
Customer and Teesnap agree that previously signed off on email templates may be sent without approval. Customer agrees that no more than
10 email campaigns will be sent in any given week.
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Paid Social Media
Customer and Teesnap agree that Teesnap will have admin privileges to FB, Google+ and Linkedln. Customer and Teesnap will agree on
budget spend for any given strategy and that Customer's credit card on file will be in good standing for such spending. This spending will be
in addition to Teesnap Managed Marketing service cost.
Messenger Marketing
Teesnap will integrate Customer's Teesnap website and Facebook Messenger marketing via the growth tools. Teesnap will engage Customer's
audience in accordance with the Facebook Messenger terms and services. Flows and sequences will also be managed in accordance with
Facebook's terms of use. In any given week during the year, a -limit of one new flow and one new set of sequences will be programmed by
Teesnap.
SECTION 7. INDEMNIFICATION AND LIMITATION OF LIABILITY
7.1 By Customer. Customer agrees to indemnify, defend and hold Teesnap and its subsidiaries, affiliates, parent company, and their respective
officers, directors, shareholders, employees, agents, and contractors (the "lndemnitees"), harmless from and against any and all demands,
claims, causes of action, damages, liabilities, fines and expenses, including reasonable attorneys' fees and costs (collectively "Claims"),
including without limitation direct and indirect, incidental or consequential damages, that are directly or indirectly related to: (i) the operation
of the Golf Course (ii) Customer's performance of the Agreement, (iii) Customer's failure to comply with any obligations set forth in the
Agreement, (iv) website accessibility for disabled users under the Americans with Disabilities Act ("ADA") or similar laws, (v) the damage or
destruction of real or personal property or personal injuries, (including death), (vi) the intentional, reckless or negligent acts or omission of
Customer or its officers, directors, shareholders, employees, agents, contractors, subsidiaries and affiliates, (vii) Customer's failure to comply
with applicable laws, regulations or orders, (viii) any claim or cause of action by or on behalf of Customer's employee(s) against Teesnap,
including without limitation, worker's compensation or personal injury, employment benefits, or any federal or state employment law or
regulation, or (ix) failure to comply with any applicable data protection regulations or laws, or claims or liability arising from a data breach,
unless such breach is caused solely by Teesnap's willful misconduct or gross negligence. The obligations of this section shall survive the
expiration ortermination of this Agreement.
7.2 Limitation of Liability. Teesnap will have no liability to the customer: for any causes of action, losses or damages of any kind whatsoever
arising out -of W mistakes, omissions, interruptions, errors, or defects in the wireless service; or (ii) for failures or defects in the wireless network
or systems. r
For claims or demands of any kind or nature, including use or inability to use the wireless service or hardware, any interruption, defect, error,
virus, or delay in operation or transmission, any failure to transmit or any of data'arising out of or in connection with this agreement.
Teesnap's sole and complete liability to customer with respect to the system and services shall be limited to the amount actually paid tv
Teesnap pursuant to this agreement within the three (3) months prior to such claim: In no event shall Teesnap be liable to the customer or any
other third party for any claims relating to the use of customer's goods and services, including but not limited to claims relating to injuries,
illness or death. Teesnap shall not be liable to customer or any of its employees or agents, or any third party, for any indirect, incidental,
special, consequential, or punitive damages.
SECTION 8. DATA SECURITY
8.1 Data Security Practices. Customer agrees to use security technologies and techniques in accordance with industry best practices, including
those relating to the prevention and detection of unauthorized use and access of systems and networks. A "Security Breach" is any act or
omission that results in: (0 the unauthorized access or use of confidential information, or (ii) a breach of the physical, technical, administrative
or organizational safeguards put in place by the either Party, that relate to the protection of the security, confidentiality, or integrity of
confidential information. In the event of a Security Breach, Customer shall provide Teesnap with the name and contact information for a
Customer employee or position which shall serve as Teesnap's primary contact and shall be available to assist Teesnap twenty-four (24) hours
per day, seven (7) days per week as a contact in resolving obligations associated with a Security Breach. To the extent permitted by law and
law enforcement authorities, Customer shall notify Teesnap of a Security Breach as soon as practicable by phone and in writing, but no later
than twenty-four (24) hours after Customer becomes aware of it. Immediately following Customer's notification to Teesnap of a Security
Breach, the Parties shall coordinate with each other to investigate the Security Breach.
8.1 Data Protection Regulations. Customer shall, at all times, maintain policies, practices and procedures sufficient to comply with data
protection regulations such as the EU General Data Protection Regulation, or the California Consumer Privacy Act (to take effect on January
1, 2020). In the event Customer is found to be in violation of such data protection regulations or similar laws, Customer shall indemnify and
hold harmless Teesnap from any claims, demands, or -liability arising from Customer's breach or violation of the same.
HIBIT PA" 7 .fir $
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CUSTOMER AGREEMENT FORM VTP
IN WITNESS WHEREOF, the Parties have agreed to the terms of this Agreement as of the Effective Date.
Teesnap, LLC
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