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DocuSign Envelope ID; 4AFOC668-37D8-4980-8870-13084765D9EF5
<br />TAGMARSHAL INTERNATIONAL LIMITED TERMS AND CONDITIONS
<br />1st Floor, 6 Lapps Quay, Cork, Ireland
<br />TERMS AND CONDITIONS
<br />This agreement is entered into between;
<br />TAGMARSHAL INTERNATIONAL LIMITED (Ireland),
<br />Incorporation Number 627199, addressed at 1 st Floor, 6 Lapps Quay, Cork,
<br />Ireland ("Tagmarshal')
<br />And
<br />Indian River County's Sandridge Golf Club, addressed at 5300
<br />73rd St, Vero Beach, FL 32967
<br />the Client')
<br />. DEFINITIONS
<br />1.1. "Service' means the work to be performed by Tagmarshal pursuant to this
<br />Agreement and detailed in the scope of work in services listed in 2 hereof; as
<br />well as per the system feature breakdown on Tagmarshal's website,
<br />www.tag ma rsh al. coMprod uctoffering
<br />1.2. "GPS Unir means global positioning system unit that communicates
<br />directly with both the cellular network and the global positioning satellite
<br />system;
<br />1.3. "Hardware" means the hardware supplied by Tagmarshal to enable the
<br />Client to use and access the Software; further details as to the Hardware
<br />supplied by Tagmarshal are annexed hereto marked 'A..
<br />1.4. 'Software" means the Tagmarshal Internet browser -based computer
<br />program that provides the Client with course monitoring and pace or play
<br />management;
<br />1.5. "Licence Fee' means the monthly fee payable by the Client to Tagmershal
<br />monthly in advance.
<br />1.6. "Installation Date' means the date that Tagmarshal completes the supply
<br />of the Hardware to and the setup of the Software for the Client At this time
<br />training is provided to the Client and the system is optimized for use at the
<br />Client's course.
<br />1.7. 'Live Date' means the date at which the contract period starts (as per
<br />Annexure A) and the Software is functional.
<br />2. SERVICE AND SCOPE OF WORK
<br />2.1. Tagmarshal is the owner and operator of a professional golf course
<br />management solution that allows for pre-emptive and efficient field
<br />management. The Client has agreed to purchase the Hardware and wants to
<br />make use of the Software under the terms and conditions fully described
<br />herein.
<br />2.2. All terms, conditions, and costs described herein address the use of the
<br />Hardware and Software on facilities located at the Client's designated address.
<br />Use of the Hardware at any other facility is not permitted under this
<br />agreement.c
<br />2.3. With effect from the signature date and for a period specified in Annexure
<br />A of this agreement (,the Contract Period') from the Live Date, Tagmarshal will
<br />make available its Software to the Client and provide the Services as set out
<br />herein.
<br />2.4. Tagmarshal shall carry out the Services set out hereunder. Further details
<br />as to the duration and timing of the services Tagmarshal will provide are
<br />annexed hereto marked 'A'.
<br />2.5. Tagmarshal shall be responsible for providing the customer access to the
<br />Software for the duration of the Contract period starling on the Live date as
<br />specified in Annexure'A' of this agreement
<br />2.6. Tagmershal will provide service support (Software and Hardware) over the
<br />full duration of this agreement via the following routes:
<br />2.6.1. A web -based FAQ/ knowledge page with an online support form/email
<br />address.
<br />2.6.2. Online support via email will be available to the Client
<br />(support@tagmarshal.com) between 7.00 am and 3.00 pm EST seven days a
<br />week with a minimum response time of 3 (Three) hours.
<br />2.6.3. Telephonic support will be available to the Client via the following
<br />telephone number, 725-333-7354 between 7.00 am and 4.00 pm eastern
<br />standard time from Monday to Friday.
<br />2.6.4. Off --site repair and maintenance of the Hardware. Faulty Hardware,
<br />covered by the terms stipulated in section 8 of this agreement, couriered by
<br />the Client to Tagmershal will be repaired or replaced at the discretion of
<br />Tagmarshal, at no cost to the Client for the duration of the Contract Period.
<br />2.7. Tagmershal will provide 5 hours of training at no cost to the Client on or
<br />around the installation Date and will provide the Client with instructions on how
<br />to use and, where necessary, install Hardware components. In the event that
<br />the Client requires further instructions and/or training in respect of the use of
<br />the Hardware and/or the Software, Tagmarshal agrees to attend to such
<br />further instruction and/or training where reasonably possible and the Client
<br />agrees that it shall be liable for and shall pay to Tagmarshal its charges in
<br />respect thereof at the then prescribed rate that Tagmarshal so charges,
<br />therefore. The Client agrees that it may not cede and/or assign any of its
<br />rights and/or obligations under this Agreement without the prior written
<br />consent of Tagmarshal.
<br />2.8. Tagmarshal shall provide notification to the Client on Software upgrades
<br />and Service improvements.
<br />2.9. Tagmamhal shall ensure that the Client has access to the latest version of
<br />the Software on a continuous basis.
<br />2.10. The Installation Date, on which Tagmamhal will supply the Hardware and
<br />provide access to the Software for the Client as specified as per Annexure "A'
<br />of this agreement
<br />2.11. All GSM data costs incurred through the use of the GPS Units will be the
<br />responsibility of Tagmarshal for the duration of the Contract Period.
<br />3. OBLIGATIONS OF THE CLIENT
<br />3.1. The Client wilt ensure suitable hardware such as a PC and, or tablet
<br />computer as well as Internet connectivity is available in orderfor their internal
<br />staff and stakeholders to access and work with the Tagmarshal Software.
<br />3.2. The Client shall advise Tagmarshal without delay of any fad, matter or
<br />issue which would have an impact on the delivery of the Service, to enable
<br />Tagmarshel to properly and effectively carry out the Service.
<br />4. LICENCE FEES AND HARDWARE PAYMENT
<br />4.1. The Client shall be authorized to use the Tagmarshal Software at each
<br />facility specified in Annexure "A" of this agreement for the duration of the
<br />contract period specified therein.
<br />4.2. The client will be charged a Software License Fee per facility specified in
<br />Annexure "A'. These fees will be payable by the Client to Tagmarshal monthly
<br />in advance via automated account debit (ACH payment) or cheque.
<br />4.3. The Client agrees to rent, lease or purchase the Hardware specified in
<br />Annexure 'A' of this agreement at the specified amount. These fees will be
<br />payable by the Client to Tagmarshal via automated account debit (ACH
<br />payment) or cheque.
<br />4.4. The Client may be liable for any customs duty and/or tax considerations
<br />due on the Hardware's entry into the Clienfs state or country.
<br />4.. All inquiries regarding the billing by Tagmarshal for its services should be
<br />sent to biilling@tagmarshal.com.
<br />6. OWNERSHIP
<br />5.1. All documents, reports, data, information, and all other computer records
<br />brought into existence by Tagmarshal as a consequence of the implementation
<br />of this Agreement, shall remain the property of the Client on condition that
<br />accounts are in good standing as per clauses 4.1, 4.2 and 4.3 above.
<br />5.2. Tagmarshal reserves the right to use the Client's course data for
<br />marketing and research purposes from time to time. In regards to marketing,
<br />Tagmarshal shall not refer to the Client by name without the Client's
<br />permission which shall be obtained in writing in advance of its public use.
<br />6. EXCLUSION OF LIABILITY
<br />6.1. No warranty given by Tagmarshal to the Client regarding the accuracy of
<br />any information, opinion or report which is generated by Tagmarshal or by the
<br />Client through access to the Software will confer any liability to Tagmarshal,
<br />including any contingent liability of whatever nature. The Client hereby holds
<br />Tagmarshal harmless against any claim, of any nature as a result of the
<br />Client's access to the Software, the Hardware, and/or the Service provided by
<br />Tagmarshal.
<br />7. CONFIDENTIALITY
<br />7.1. Tagmarshal shall at all times hold as confidential any of the Client's
<br />information which is of a confidential nature and no disclosure thereof shall be
<br />made, save with the consent of the Client, the aforegoing not being deemed to
<br />restrict disclosures as would be required in the regular, normal and ordinary
<br />course of business to such third party who would normally be entitled to
<br />receive such confidential information.
<br />7.2. The confidential information shall extend to and include all information
<br />relating to the client's principals, financial policies, intellectual property,
<br />products, services, employees, consultants, contractors and without
<br />derogating from the generality of the aforegoing, any information which, if
<br />conveyed to a third party, could prejudice the Client and/or procure an unfair
<br />advantage insofar as the third party to whom such disclosure has been made,
<br />and which would not be available to it in the regular, normal and ordinary
<br />course of business.
<br />7.3. The obligation to maintain such confidentiality shall survive the termination
<br />of this Agreement for any reason or cause whatsoever.
<br />8. HARDWARE REPLACEMENT COST, STORAGE, AND GUARANTEE
<br />8.1. Tagmarshal will guarantee the hardware supplied by Tagmarshal for the
<br />Contract period, normal wear and tear expected.
<br />8.2. This guarantee does not extend to any conduct of the client or any person
<br />and/or thing that relates to accidental breakage, theft, misuse or abuse,
<br />malfunction due to improper Client installation (if applicable), damage caused
<br />by accident, fire, liquid contact, other external cause, golf cart damage or any
<br />other action by any party which may cause damage to the hardware.
<br />8.3. Replacement or repair of damaged, lost or broken units outside of the
<br />guarantee can be arranged via Tagmarshal, subject to the client paying
<br />Tagmarshal the relevant fees for such a repair or replacement as well as
<br />associated shipping and handling.
<br />8.4 Tagmarshal will reimburse the customer for license and/or service fees on
<br />a pro -rata basis for the period that each device is out of service due to
<br />Hardware failure subject to the guarantee conditions determined in item 8.2.
<br />8.5 CLIENT HARDWARE SELF INSTALL
<br />8.5.1 In the event of the Client electing to self4ristall the hardware, the Client
<br />agrees to waver all of its rights and daims in terms of all hardware and or
<br />system warrantees and or guarantees, express or implied whirs:
<br />yere
<br />attributed to the installation and or wiring of the hardware. 1
<br />Initia
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