The URL can be used to link to this page

Home My Public Portal About2022.11.18 Clubprophet Software AgreementDocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D Q clubprophet Nov 18, 2022 McCall Golf Club 925 Fairway Drive McCall, ID 83638 United States Dear David, Included in this document, you will find the following information: 1. Monthly Software, Hardware, Installation, Setup and Training cost breakdown for you. 2. The monthly service fee agreement, which you will sign and date. 3. The ACH authorization form to complete your billing information. 4. The hardware and web service requirements. Once we receive your complete signed agreement, we will confirm the receipt of the agreement via email and introduce you to your project manager. If you have any questions after looking over the information, please contact me. Sincerely, Torrey Schultz National Sales Manager (800) 793-1872 Extension: 7018 e: torrey@clubprophetsystems.com a: Club Prophet 701 Russellton Road Cheswick, PA 15024 w: www.clubprophet.com DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D Club Prophet 701 Russellton Road Cheswick, PA 15024 Qclubprophet Prepared by: Torrey Schultz Date: Nov 18, 2022 City of McCaII DBA McCall Golf Club 925 Fairway Drive McCall, ID 83638 David DiMartino ddimartino@mccall.id.us The below monthly fees include software, training, 24/7 technical support and future software updates: Software Service and Support 11.111 11WN=nr- -*UMPIRE!. Price Qty Total Pric Amazon Data Hosting $125.00 1 Golf POS, Inventory, Customer Management $150.00 1 Tee Sheet and Online Reservations $200.00 1 CPS Air $50.00 1 $125.00 $150.00 $200.00 $50.00 Webstore $50.00 1 $50.00 Golf POS Licenses CPS Air additional license Admin Licenses $25.00 2 $50.00 $25.00 2 $50.00 $20.00 2 $40.00 Gallus Golf App $250.00 1 $250.00 Total: $965.00 Training, Installation and Setup Name On Site Training (8/hr day) Data Conversion Support & Software Updates Gallus Mobile App Setup Fee $0.00 3 $0.00 $0.00 1 $0.00 $0.00 1 $1,000.00 1 $0.00 $1, 000.00 Proposal for McCall Golf Club — November 18, 2022 Prepared by: Torrey Schultz Page 1 of 2 DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D Training, Installation and Setup Total: $1,000.00 Hardware Dell Optiplex 3000 Micro (i5 -12500T, 8GB Ram, 256 SSD) Epson TM-T88VI Thermal Receipt Printer $825.00 2 $1, 650.00 $425.00 2 $850.00 APG ARLO Cash Drawer $125.00 2 $250.00 Zebra ZD410 Label Printer $375.00 1 $375.00 Zebra/Symbol Barcode Scanner $160.00 1 $160.00 Total: $3,285.00 By signing and accepting below you are acknowledging that you have read and agree to the specific terms outlined in this document and wish to proceed. Please note the above pricing does not include any shipping fees, travel expenses or taxes. Where applicable, those items will be billed at cost. If you would rather print and sign this document, please fax to 724-274-0387 or email to sales@clubprophetsystems. cle-AAL Authorized Signature: City of McCaII DBA McCall Golf Club Today's Date Conga Proposal for McCall Golf Club — 20221118 Prepared by: Torrey / Owner: Torrey Page 2 of 2 DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D Qclubprophet SERVICE AGREEMENT Revision July 23, 2022 This Club Prophet Service Agreement ("Agreement") is made and entered into as of the date of the last signature below ("Effective Date") by and between Club Prophet Software LLC ("Company") and the customer named above ("Customer"). This Agreement sets forth the terms and conditions under which Company will provide its services ("Services") to Customer. TERMS OF SALE 1. In order for Company to reserve installation and training dates, the undersigned agrees to execute and return this Acceptance of Proposal along with payment/deposit for the hardware and first month service agreement in the amount of $ 965 2. **Monthly payments of $ 965 will then be due starting the second month of Customer's usage and will be auto -drafted from Customer's checking account. 3. The Client shall be solely responsible for and agrees to pay, indemnify, and hold Company harmless from any and all sales, use, communications, excise, or similar tax or duty, and any other tax not based on Company's net income, including penalties and interest and any associated professional fees, and all other imposts levied upon or chargeable with respect to the use, license, sale, or delivery of the services or other deliverables in respect of this Agreement, and any costs associated with the collection or withholding of any of the foregoing items. 4. The monthly payments will remain constant for one year as long as Customer continues to use Company's Services. A. Any additional software modules will have an additional monthly service fee. B. Software customizations will be considered on a case -by -case basis and will be an additional fee. C. After the first year, Company reserves the right to raise the monthly software fee. That increase will be limited to 3% per year 5. Monthly Service Fee includes: a. The right to install and use the number of SAAS licenses for the Company Modules licensed. b. Unlimited technical support on business days from 8:00am to 7:OOpm eastern time. c. Emergency support when the support office is closed with typical response within 15 minutes. d. Customer retains ownership of the data collected with Company's products. Initial TERM AND TERMINATION 1. This Agreement shall automatically renew for successive one (1) month renewal terms unless and until either party gives the other party at least thirty (30) days' written notice of its intention to terminate the Agreement at the end of any subsequent monthly term. 2. Either party may terminate this Agreement if the other party breaches any term of this Agreement in any material respect and the breaching party fails to cure such breach within thirty (30) days after receiving written notice of the breach from the non -breaching party. 3. Upon any expiration or termination of this Agreement, Customer shall immediately cease using the Services and return to Company any materials supplied by Company in connection with the Services. All terms of this Agreement which should reasonably survive termination of the Agreement shall survive such termination. Page 1 of 5 DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D Q du prophet SERVICE AGREEMENT CUSTOMER RESPONSIBILITIES 1. Customer agrees to assign a Project Manager responsible for the coordination of the installation, compiling of data, and training under this agreement. 2. Customer has reviewed Company's Hardware Minimum Requirements (Exhibit B) and acknowledges that all PCs and peripheral hardware meet Company's Hardware Minimum Requirements. 3. Customer acknowledges that Club Prophet offers specific PCI Organization - PA-DSS Validated credit card integrations. A PA-DSS Validated payment application is a core requirement for Customer to establish a PCI- Compliant environment for processing credit cards. Options vary by country and these validations may dictate hardware requirements and compatible processing platforms. Additional integration fees may apply. Customer is solely responsible for compliance with applicable PCI-DSS requirements; Club Prophet has no obligation to assist with PCI-DSS requirements in any way. Any assistance provided by Club Prophet, or by Club Prophet's employees, contractors, agents, representatives or other related persons, at the request of Customer, is provided without warranty or liability. 4. Customer will be responsible for hiring a qualified network company to install, set up, and cable the necessary networking components of computers. This work is to include cabling, network configuration, hubs/switches, computer installation, monitor and printer set up, and all other standard "off the shelf' peripherals. Company will not support our software on generic, home -built PCs or on networks that do not meet the specifications listed in Exhibit B. 5. Customer is responsible for reconciling all credit card transactions with Company reporting and Customer's bank deposits. Company will not be responsible or liable for any discrepancies that were not reported to Company within 10 business days of the transaction or any discrepancies that were caused by the lack of Customer's reconciliation between Company, the Terminal, and the Customer's bank deposit. 6. In the event that Customer chooses to use the email and/or the SMS features, Customer represents and warrants that Customer has a current relationship with each person to whom an email or text message is to be sent. Customer is solely responsible for ensuring that the email and/or SMS feature(s) are utilized in a manner that complies with local, state, and federal laws, rules and regulations. This includes, but is not limited to, compliance with applicable email and telemarketing laws such as the CAN-SPAM Act and Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. § 227, the EU ePrivacy Regulation, and comparable state laws. Moreover, Customer represents and warrants that each person to whom an email and/or text message is to be sent has specifically granted Customer permission to do so by whatever technology Customer chooses; and opt -outs are provided pursuant to applicable law, rule or regulation. Customer is responsible for the content and will be identified as the sender of each email and/or text message sent on Customer's behalf. Customer acknowledges that Customer is responsible for obtaining any and all permissions required to use the Software's email and/or SMS features. 7. Customer agrees to abide by this Agreement and all applicable laws and regulations, including but not limited to Title III of the Americans with Disabilities Act ("ADA") and New York's state and city level Human Rights Act, and California's Unruh Civil Rights Act and Consumer Privacy Act. Customer agrees not to transfer, use or export the services in violation of any laws or regulations of any government or governmental agency. Initial TRAINING 1. Initial training includes specified days (8 hours/day) of onsite training per the Training, Installation and Setup section in the quote above. Note: Any training over the allotted hours stated in the agreement may result in a $50/per hour fee. Page 2 of 5 DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D clubprophet SERVICE AGREEMENT 2. Additional on -site and/or remote training can be scheduled and is available at a daily rate of $800 plus expenses for on -site training or $100 per hour for remote training. 3. All pass -through expenses for travel, shipping, tax, etc., (See Exhibit A) that are associated with the cost of training and installation, will be billed upon the completion of training and installation and will be due within ten (10) days of the invoice date. 4. Standard Training is included. However Premium Training / Travel Applies as follows: a. IF the training dates require the trainer to Travel on a weekend or holiday, (i.e., must travel Sunday to start training Monday morning) then there is $125.00/day charge for weekend travel. b. IF Training is required on a weekend or holiday (i.e., Saturday training), there is a $250.00/day charge for weekend training. Initial OWNERSHIP Customer acknowledges that Company owns all right, title and interest in and to: (i) the Services; and (ii) all copyrights, patent rights, trade secret rights and other proprietary rights relating to the Services and any materials related to such Services, including without limitation rights in software, scripts, utilities, tools, business processes and methodologies. Customer obtains no right, title or interest in the Services other than the limited license granted in Grant of Access above. Documentation furnished by Company in connection with the Services may not be reproduced, modified, or otherwise used without the express prior written consent of Company. CONFIDENTIAL INFORMATION Company, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the Customer as confidential information ("Confidential Information"). The Company shall not, except as expressly provided in this Agreement, disclose, communicate or divulge to another, or permit the disclosure, communication or divulgence to another, or use for the Company's own benefit or the benefit of another, any such Confidential Information. Customer hereby grants to Company the right to store, access and manipulate all data, information and communications sent or entered by Customer while accessing the Services, or which Customer supplies to Company for processing ("Customer Data"), solely for Customer's benefit, to the extent necessary for Company to provide use of the Services to Customer. LIMITED LIABILITY COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY. THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES IS AND REMAINS WITH CUSTOMER. COMPANY FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATED TO ANY CONFIGURATION, REPAIR, UPDATE, INSTALLATION OR OTHER WORK DONE ON THE CUSTOMER'S PREMISES BY AN EMPLOYEE, CONTRACTOR, AGENT, OR OTHER THIRD PARTY OF OR UNDER CONTRACT WITH COMPANY. COMPANY'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE THE AMOUNT OF THE CUSTOMER'S CURRENT MONTH SERVICE FEE. EXCEPT AS STATED IN THE PRECEDING SENTENCE, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, GENERAL, COMPENSATORY, CONSEQUENTIAL Page 3 of 5 DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D clubprophet SERVICE AGREEMENT AND/OR INCIDENTAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CERTAIN CASES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. MISCELLANEOUS Choice of Law and Jury Trial Waiver. The validity, terms, performance and enforcement of this Agreement will be governed and construed by its provisions and in accordance with the laws of the State of Delaware and the United States of America (without regard to conflicts of laws principles). Customer hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each party irrevocably waives any objection, including any objection based upon the grounds of forum non-conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Agreement. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT. Force Majeure. Company shall not be deemed to be in default under this Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, acts of civil or military authority, civil disturbance, war, terrorist acts, strikes or other labor disputes, communications or utility failures, fires, laws, regulations, acts, or orders of any governmental body, agency or official, or any other circumstances beyond Company's reasonable control. Waiver. The failure of either party to take any action or to demand compliance with the terms of this Agreement will not be deemed a waiver of any right or remedy of any party to this Agreement. No waiver, amendment, modification or termination of this Agreement will be binding on either party unless it is in writing and is signed by the one to be charged. Notices. Notices, demands, requests or other communications which are given or required pursuant to this Agreement shall be in writing and shall be delivered by first class, registered or certified mail, postage prepaid, or by hand (including third party courier) or facsimile or email, confirmed receipt, to the address of the receiving party as identified on the Cover Page. Assignment. Customer may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Company, which consent will not be unreasonably withheld. Any attempted assignment or transfer in violation of this Section will be void and of no force or effect. The benefits and duties of this Agreement are assignable by Company, and upon an assignment of the benefits and duties of this Agreement by Company, Company shall have no further liability or obligation under this Agreement. Recommendation Responsibility. Any recommendations made by Company regarding third party hardware or software products are based on Company's subjective experience, and Customer is solely responsible for evaluating such products and confirming they meet Customer's requirements prior to license or purchase. Company shall have no liability with respect to any such recommendations. Severability. If any term or provision of this Agreement or the application of such term or provision to any person, entity or circumstance, is held invalid or unenforceable, the remainder of this Agreement will be unaffected. Each remaining term or provision of this Agreement will be valid and enforced to the fullest extent permitted by law. Page 4 of 5 DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D 0 clubprophet SERVICE AGREEMENT Complete Agreement and Execution. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all contemporaneous and prior oral or written agreements, commitments, purchase orders, negotiations or understandings with respect to the matters provided for herein. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall be deemed to constitute a single instrument. ACCEPTANCE OF PROPOSAL By initialing above and signing below, I imply my understanding and acceptance of each point set forth by Company. Customer: City of McCall DBA McCall Golf Club Company: Club Prophet Software LLC Legal Business Name By: (L6%{ )1 02 M By: Torrey Sc3u lt' Name: Anette Spickard Name: Torrey Schultz Title: City Manager Title: National Sales Manager Date: / ^ 0 p •— 0 0 Date: Nov 18, 2022 Page 5 of 5 DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D CLUB PROPHET ACH AUTHORIZATION AGREEMENT - US CUSTOMER NAME TELEPHONE # City of McCAII DBA McCaII Golf Club (208) 634-2103 BANK NAME BANK ADDRESS BANK ROUTING # BANK ACCOUNT # US Bank McCaII Branch 905 2nd Street McCaII ID 83638 123103729 153300592943 I/We authorize Pro -Shopkeeper Computer Software Company DBA Club Prophet Systems to begin deductions for monthly regular recurring payments and/or one-time payments from time to time, for payment of all charges arising under my Club Prophet Systems account. Regular monthly payments for the full amount of services will be debited to my account on the 10th day of each month. Club Prophet Systems will provide 7 days' notice for the amount of each debit. This authority remains in effect until Club Prophet Systems has received written notification from me of change or termination. ONE-TIME DEPOSIT $ 965 MONTHLY SERVICE FEE $ 965 SIGNATURE OF ACCOUNT HOLDER PRINT NAME DATE EMAIL (for monthly billing statements) : 4)K - J'V)-" Linda Stokes 12/06/2022 ap-city@mccall.id.us cc Istokes@mccall.id.us PLEASE RETURN FORM TO: Club Prophet Systems kate@clubprophetsystems.com Fax: 724.274.0387 Questions: 1.800.793.1872 x7006 DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D Club Prophet Pass Through Expenses (Exhibit A) With each installation, Club Prophet incurs certain pass -through expenses. All pass -through expenses are billed to the customer at cost. Pass through expenses include but are not limited to: • AIRFARE > Coach Class > Reasonable Travel Time -of -Day > Twenty -One (21) Day Advance Purchase Rates When Available ➢ Airport Parking or Taxi/Uber fees. • GROUND TRANSPORTATION ➢ Mid -Size Automobile Rates > Parking and Tolls ➢ Gasoline > Cab Fares (If Applicable) • HOTEL LODGING ➢ Reasonable Full Service Hotels (or comparable housing provided by club) • FOOD I TELEPHONE I MISCELLANEOUS • ALL SHIPPING EXPENSES > Equipment/Hardware > Software > Overnight Shipping • TRAINER COMPENSATION > Premium Training/Travel Rates** ** Regular Training is included. However Premium Training / Travel Applies as follows: > IF the training dates require the trainer to Travel on a weekend or holiday, (i.e., must travel Sunday to start training Monday morning) then there is $125.00/day charge for weekend travel. • IF Training is required on a weekend or holiday (i.e., Saturday training), there is a $250.00/day charge for weekend training. DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D ...u.,1 . opium' tlal lJware Requirements —1/15/2022 Club Prophet is not responsible for system performance if the required specifications are not met. Data Server that has 6 or more POS Stations connected: Minimum Specification Intel Xeon Quad Core 2012+ Microsoft Windows Server 2012+ (64 -bit) 8+ GB of Installed Memory Available HD space, 40Gb+ MSSQL 2012+ R2 Standard Edition, Workgroup or Enterprise Offsite data backup Antivirus software POS Stations Recommended Specification Intel Xeon Quad Core 2018+ Microsoft Windows Server 2019 (64 -bit) 32+ GB of Installed Memory Available HD space, 40Gb+ MSSQL 2019 Standard Edition, Workgroup or Enterprise Mirrored Raid Configuration and offsite data backup Antivirus software Minimum Specification Intel Core i5 2012+ Microsoft Windows 10 Pro (64 -bit) 8+ GB of Installed Memory Available HD space 10Gb+ Wired Network Connectivity Antivirus software Recommended Specification Intel Core i7 2018+ Microsoft Windows 10 Pro (64 -bit) 16+ GB of Installed Memory Solid State HD, 256Gb+ with 10Gb+ available HD space Wired Network Connectivity Antivirus software Peripheral Hardware: • Thermal Receipt Printers supported: Citizen CTS2000 (USB Only), Epson TM-T88IV or newer (USB only) • Impact Printers supported (for remote kitchen printing): Epson TM -U200 series (Ethernet only) • Cash Drawers Supported: APG-320 Cash Drawer, MMF Cash Drawer • Epson Intelligent Printers for iPad Printing: TM-T88VI • Barcode Scanners Supported: Symbol, PSC, Metrologic, Socket Mobile S700 Bluetooth • Barcode Printer Supported: Zebra ZD410 • Windows Bluetooth Printer: Citizen CMP-30LBTU • Touch Screen Monitors supported: minimum LCD size 15" • Pole Displays: Logic Controls PD3000 (USB) • Credit Card Devices (Devices are processor specific. Please talk to a Sales Representative prior to purchasing) : Ingenico iSC250, Ingenico iPP320, PAX 5300„ Lane 3000, Lane 5000, Desk 3500, Move 5000, DewjavooZl 1, USB non encrypted Magtek keyboard emulation • Card printer: Zebra ZXP Series 3 or Fargo DTC410 • CPSair/CPSgo: iPad running iOS 12 or newer with Infinea Tab M Sled (cellular data usage < 500MB a month) (USB-C port iPads are NOT supported for credit card swipe hardware at this time) • CPStv: Apple TV 4th gen or newer • iOS Bluetooth Printer: Epson TM -P20 • iCPS Stock App: iPod Touch 5th Gen or newer on iOS 9 or newer with Linea Pro 5 Sled with 2D scanner Web Server notes: • Windows 10 Pro has a 20 connection limit, CPS recommends Server OS if hosting multiple web products (ORES, OBILL, API, 3Party, Etc.) https://bit.ly/2XKSiPw • Available HD space 10GB+ Offsite data notes: • Internet speeds directly affect system performance when the central database is hosted offsite or AWS • The total number of computers sharing an internet connection directly affects the availability of bandwidth • Using various online speed tests (https://speedofine) CP recommends 5mb up/down availability for normal use (2-3 POS) with more bandwidth available for additional terminals and modules (ORES, API, 3Party, etc.) DocuSign Envelope ID: 395DA7A5-7186-4903-954A-C8A37351710D �hprophet Web Interface Services Requirements If you are using an external web service application, Web Store, Online Reservations, Remote License or any service that requires Web Services,the following requirements need to be met prior to our installation/setup. **You will need an IT Professional to set up these requirements.** 1. A public and static IP address. Your internet service provider can tell you if you havea static or dynamic IP address. If it's dynamic, you will need to ask your internetservice provider to set you up with a static IP address. 2. Port 80 (or other port) needs to be open and forwarded to your web server. Depending on the brand of router that you have, it may be called NAT Translation. Please provide a screen shot of www.canvouseeme.org website showing the successful open port connection test on the web server. This screen shot will show the public static IP address and show theopened port you are using. 3. For PCI Compliance, you need to have a web server that is separate from your data server. You will need to use a different computer than your server to control traffic from the web. This machinecan be one of your client machines that you are already using with our software. 4. Send this information along with your IT Professional's contact information to Lee Hanyo, Project Manager: Iee@clubprophetsystems.com 5. If you have any questions regarding the information listed above, please contact Lee Hanyo, Project Manager at 800.793.1872 (Option 1) or email lee@clubprophetsystems.com