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Agreement, Client will deliver to GOIfNow certificates of insurance for the required coverage. All required insurance will be placed with carriers
<br />rated no lower than A -VII in the most current edition of AM Best's Property Casualty Key Rating Guide and will provide thirty (30) days' written
<br />notice of cancellation or non -renewal, which notice shall be provided in accordance with these Terms. The stipulated limits of coverage will not
<br />be construed as a limitation of any potential liability to GolfNow. Failure to request evidence of insurance is not a waiver of Client's obligation to
<br />obtain the required insurance.
<br />22. Dispute Resolution. This Agreement shall be governed, interpreted and construed under the laws of the United States and the State of
<br />Florida without regard to any conflict of law principles. The Parties shall act in good faith and use commercially reasonable efforts to promptly
<br />resolve any claim, dispute, controversy or disagreement (each a "Dispute") between the Parties under or related to this Agreement. Any Dispute
<br />arising out of this Agreement which cannot be resolved by the Parties shall be governed exclusively by binding arbitration initiated and conducted
<br />in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted in the Orlando, Florida, metropolitan
<br />area. The arbitrator shall have the power to award reasonable attorneys' fees and costs to the prevailing Party in any arbitration, and either Party
<br />shall have the right to take appropriate action to enforce any arbitration award in any court having jurisdiction over the applicable Party.
<br />23. Binding Nature; Assignment. This Agreement shall be binding upon GolfNow and Client, and their respective successors and assigns;
<br />provided, however, that neither Party shall assign this Agreement or any of its rights or obligations hereunder, without the prior written consent of
<br />the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, without Client's
<br />consent, GolfNow may assign all or part of its rights and obligations under this Agreement to: (i) any of its divisions, affiliates or subsidiaries; (ii)
<br />its parent company; or (iii) any of its parent company's divisions, affiliates, or subsidiaries. A sale of substantially all of the stock or assets of a
<br />Party, or the reorganization or merger of a Party, shall not constitute an assignment of this Agreement. Any assignment or transfer in violation of
<br />this Section shall be void and of no force or effect. Any subcontractors retained by GolfNow to perform certain obligations hereunder shall be
<br />bound by and their actions are governed by this Agreement as if GolfNow itself was performing such obligations.
<br />24. Export Control. Client and GolfNow agree, in connection with Client's use of the Services, to comply with all applicable export and re-
<br />export laws and regulations. GolfNow makes no representation that the Software or Services is appropriate, will comply with applicable laws, or
<br />available for use in locations other than the United States of America.
<br />25. Taxes. Client represents and warrants that it will be responsible for the payment of all taxes it may incur in connection with the performance
<br />of this Agreement or use of GolfNow Services. Client will indemnify, defend and hold GolfNow harmless from any liability incurred by GolfNow in
<br />connection with Client's failure to comply with this Taxes provision.
<br />(i) Sale of Tee Times or Other Items to End Users: With regard to the sale by Client of tee times or other taxable items directly to an End
<br />User through or in connection with services provided by GolfNow under this contract, Client will, as required by applicable laws, collect and remit
<br />all applicable taxes relating to consideration paid by End Users directly to Client. GolfNow will collect and remit all applicable taxes relating to
<br />consideration paid directly to it by End Users.
<br />(ii) Barter for or Cash Purchase of GolfNow Services by Client: The license by Client of some or all of GolfNow Services (including
<br />software) under this contract may be subject to sales or use tax in the state(s) in which Client operates. GolfNow recognizes that the value to
<br />Client of its Services, including software solutions provided under this contract, lies principally in the provision of access to and effective execution
<br />within the market created by GolfNow. Client and GolfNow agree that the consideration due from Client to GolfNow under this contract that is
<br />applicable to software equals the lesser of twenty percent (20%) of the total remuneration collected by GolfNow from End Users for Tee Times
<br />(or cash from Client) under the contract or $2,500 ("The Allocation") calculated on a per account (not per course) basis. To the extent that the
<br />state(s) in which Client operates impose tax on the license of software provided through this contract, tax will be computed on The Allocation,
<br />and will be payable by Client to GolfNow for remittance to the appropriate taxauthority.
<br />26. Survival. Sections 1, 16-20, 22, 25 and 26 shall survive notwithstanding the expiration or termination of this Agreement.
<br />27. Miscellaneous. This Agreement shall constitute the entire understanding of the Parties with respect to the subject matter hereof and
<br />supersedes any and all prior understandings and agreements, written or oral, relating thereto between Client and GolfNow. Additionally, this
<br />Agreement shall terminate and supersede any and all prior Order Form(s) entered into between Client and GolfNow regarding the Golf Course(s)
<br />and Products/Services listed herein. For the avoidance of doubt, this Agreement shall not terminate and/or supersede any non -Order Form
<br />agreements between Client and GolfNow or any prior Order Form(s) or other agreement(s) between Client and GolfNow relating to golf courses
<br />not listed in this Agreement. The Parties acknowledge and represent that they have carefully read and fully understand all of the terms and
<br />conditions set forth in this Agreement. The Parties further acknowledge and represent that they enter into this Agreement freely, knowingly and
<br />without coercion and based on their own judgment and investigation of this matter, and not in reliance upon any representations or promises
<br />made by any Party, its attorneys, or its agents. The Parties hereby acknowledge and agree that GolfNow is an independent contractor and not
<br />an employee, agent, joint venturer or partner of Client or any of its affiliates. Nothing in this Agreement shall be interpreted or construed as
<br />creating or establishing a joint venture, partnership, employment, or agency relationship among any of the Parties as a result of this Agreement.
<br />The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation. None of the Parties shall have
<br />any power to obligate or right to bind any other Party. This Agreement may be executed in one or more counterparts, with electronic exchange of
<br />signatures (e.g., pdf and DocuSign) sufficient to bind the Parties. Notices of either Party as required herein shall be sent to the addresses provided
<br />in the attached Order Form.
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