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HomeMy WebLinkAboutCAG2023-021 - Original - GolfNow, LLC - Golf Now Online Booking Service - 01/13/2023Ap p r o v a l Originator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Date of Council Approval: Grant? Yes No Type: Re v i e w / Si g n a t u r e s / R o u t i n g Comments: Date Routed to the City Clerk’s Office: Ag r e e m e n t I n f o r m a t i o n Vendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? Yes No* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? Yes No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 20210513 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached 4 Daniel Blincoe IT 01/12/2023 01/19/2023 N/A N/A 4 4 N/A Contract 1621630 Original Effective Date Direct Negotiation 38 months following Effective Date 4 4 $0.00 TD TD LS MC MC 1/13/23 ORDER FORM SO-31539 TERM AND RENEWALS: The Initial Term of this Agreement shall be effective as of the last date of the last signature written below (the "Effective Date") and shall expire Three (3) Years Two (2) Months thereafter and shall be non -cancellable, except as provided herein. UPON EXPIRATION OF THE INITIAL TERM, THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE (1) YEAR TERMS UNLESS OTHERWISE TERMINATED BY EITHER PARTY IN WRITING AT LEAST THIRTY (30) DAYS PRIOR TO ANY RENEWAL TERM. This Order Form, subject the terms and conditions of the Agreement (as defined below), is entered into between GolfNow, LLC (“GolfNow”) and CITY OF KENT (“Client”) (individually, a “Party” and collectively, the “Parties”), effective as of the Effective Date set forth below, and shall govern GolfNow’s provision of software, marketing, and/or technology services for Client’s golf courses listed below. GolfNow: 7580 Golf Channel Drive Orlando, FL 32819 Client (Legal Entity Name): CITY OF KENT Client’s Mailing Address: 220 4th Ave S Kent, WA 98032 USA Client’s Golf Course List: Riverbend Golf Complex Prepared By: Damon Allard Client’s Contact Name: Pete Petersen Phone: (253) 355-2690 Client’s Contact Phone: (253) 854-3673 Email: damon.allard@nbcuni.com Client’s Email: rpetersen@kentwa.gov PRODUCT(S) & SERVICE(S) Golf Course Product Program Riverbend Golf Complex Platform GolfNow Riverbend Golf Complex Tech G1 Full System Riverbend Golf Complex Plus Brand Riverbend Golf Complex Call Center Answers Staff-on-Demand Riverbend Golf Complex PMP PMP Riverbend Golf Complex Other SmartPlay Riverbend Golf Complex Other Booking Engine Riverbend Golf Complex Other Website Riverbend Golf Complex Other Payments HARDWARE Golf Course Hardware Package Quantity Riverbend Golf Complex HWP-1022: G1 - Implementation Fee 1 Riverbend Golf Complex HWP-1021: G1 - Bev Cart/Starter (Payments) 2 Riverbend Golf Complex HWP-1054: G1 - Barcode Label Printer & Labels 2 Riverbend Golf Complex HWP-1115: G1 - Payments Wired MX915 Ala Carte 4 Riverbend Golf Complex HWP-1116: G1 - Epson TM-T88VI Ala Carte 4 Riverbend Golf Complex HWP-1141: G1 - Barcode Scanner Ala Carte 4 See Exhibit A for Items included in each Hardware Package DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 ORDER FORM SO-31539 TOTAL PAYMENT(S) Trade Payment Terms Payment Number: PD2-4519 Riverbend Golf Complex Trade Provided: All Days Trade Load Time: 8:00 AM 18 Holes Cart Included Bookable for 1 to 4 Players Days In Advance to Load: 10 Trade Time will be posted each year from 1-November until 31-March Client Share of Trade Time sale price is 50.00 % Trade Time will have a Blocking Window beginning at 12:00 PM Payment Number: PD2-4519 Riverbend Golf Complex Trade Provided: All Days Trade Load Time: 8:00 AM 18 Holes Cart Included Bookable for 1 to 4 Players Days In Advance to Load: 10 Trade Time will be posted each year from 1-April until 31- October T rade Time will have a Blocking Window beginning at 2:00 PM Payment Number: PD2-6042 Riverbend Golf Complex Trade Provided: All Days Trade Load Time: 9:00 AM 18 Holes Cart Included Bookable for 1 to 4 Players Days In Advance to Load: 10 Trade Time will be posted each year from 1-April until 31- October Trade Time will have a Blocking Window beginning at 2:00 PM Payment Number: PD2-6042 Riverbend Golf Complex Trade Provided: All Days Trade Load Time: 9:00 AM 18 Holes Cart Included Bookable for 1 to 4 Players Days In Advance to Load: 10 Trade Time will be posted each year from 1-November until 31-March Client Share of Trade Time sale price is 50.00 % Trade Time will have a Blocking Window beginning at 12:00 PM Payment Number: PD2-5717 Riverbend Golf Complex Trade Provided: All Days Trade Load Time: 10:00 AM 18 Holes Cart Included Bookable for 1 to 4 Players Days In Advance to Load: 10 Trade Time will be posted each year from 1-April until 31- October Trade Time will have a Blocking Window beginning at 2:00 PM DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 ORDER FORM SO-31539 Trade Payment Terms Payment Number: PD2-5717 Riverbend Golf Complex Trade Provided: All Days Trade Load Time: 10:00 AM 18 Holes Cart Included Bookable for 1 to 4 Players Days In Advance to Load: 10 Trade Time will be posted each year from 1-November until 31-March Client Share of Trade Time sale price is 50.00 % Trade Time will have a Blocking Window beginning at 12:00 PM Payment Number: PD2-6223 Riverbend Golf Complex Trade Provided: All Days Trade Load Time: 11:00 AM 18 Holes Cart Included Bookable for 1 to 4 Players Days In Advance to Load: 10 Trade Time will be posted each year from 1-April until 31- October T rade Time will have a Blocking Window beginning at 2:00 PM Payment Number: PD2-6223 Riverbend Golf Complex Trade Provided: All Days Trade Load Time: 11:00 AM 18 Holes Cart Included Booka ble for 1 to 4 Players Days In Advance to Load: 10 Trade Time will be posted each year from 1-November until 31-March Client Share of Trade Time sale price is 50.00 % Trade Time will have a Blocking Window beginning at 12:00 PM Trade Floor & Utilization Guarantee GolfNow and Client agree to work cooperatively to determine reasonable Trade Time Pricing at Riverbend Golf Complex on All Days according to the following guidelines: •During the initial thirty (30) days of the Term (the "30-Day Test Period") GolfNow shall not price Trade Times at a discount of more than thirty percent (30%) lower than Partner's prevailing publicly posting rate within ninety (90) minutes of p osted Trade Time (member guest rates do not apply); •If during the 30-Day Test Period GolfNow does not sell seventy -five percent (75%) of available Trade Times, Client shall allow GolfNow to move such Trade Time(s) to an alternative time frame and/or increase the Trade Time discount to forty percent (40%), the tee time(s) of which shall be at the discretion of GolfNow, during a second 30-day test period following the 30-Day Test Period (the "Second Test Period"); •If during the Second Test Period GolfNow does not sell seventy -five percent (75%) of available Trade Times, Client shall allow GolfNow to move such Trade Time(s) to an alternative time frame and/or increase the Trade Time discount to fifty percent (50%) ("Third Test Period"); •In the event GolfNow is unable to liquidate seventy -five percent (75%) of Trade Times after Third Test Period, GolfNow has the right to terminate this Agreement; and •For the avoidance of doubt, promotions and marketing initiatives conducted by GolfNow (including GolfNow promotional codes) shall be separate from and excluded from these Trade Time Pricing guidelines. DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 ORDER FORM SO-31539 Service Fee for SmartPlay Purchases Golf Course Service Charge Percentage Service Charge Paid To Riverbend Golf Complex 10.00 % GolfNow Merchant Processing Fees for GolfNow Payments Golf Course Card Present Rate Card Not Present Rate ACH Rate Chargeback Fee Riverbend Golf Complex 2.75 % + $0.10 per transaction 2.90 % + $0.30 per transaction $1.00 per transaction $10.00 per representment GOLFNOW BOOKING ENGINE ACKNOWLEDGED Client shall be required to use a booking engine powered by GolfNow. Yes ONLINE MARKETING ACKNOWLEDGED Does Client agree to grant GolfNow permission to purchase keywords in search engine marketing that include Client’s name, or any other trade name, trademark or other intellectual property belonging to Client? Yes MILITARY TEE TIMES ACKNOWLEDGED Does Client agree to grant GolfNow permission to add Client inventory to MilitaryTeeTimes.com at a fifteen percent (15%) discount relative to all inventory released and posted on golfnow.com? No AGREED TO AND ACCEPTED This Order Form is subject to all the Standard Terms and Co nditions and applicable Additional Terms attached hereto and incorporated herein as Exhibit B (the "Terms and Conditions"), along with any attached addenda (collectively, the "Agreement"). Any changes or amendments to the Agreement must be mutually agreed upon in writing. The Agreement shall constitute a legally binding agreement between Client and GolfNow, and Client accepts and agrees to the terms of the Agreement by signing below. For the avoidance of doubt, this Agreement terminates and supersedes the prior Agreement between GolfNow and Client, SO-26698 dated June 6, 2022. _________ Initial Here to confirm you have read the Terms and Conditions C lient Signature: ___________________________ Printed Name: ____________________________ Date: _____________ GolfNow Signature: ___________________________ Printed Name: _________________________ Date: ______________ DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 12/20/2022Todd Triplett JP Julie Parascondola (Jan 13, 2023 11:29 PST)Julie Parascondola Jan 13, 2023 ORDER FORM SO-31539 Page 5 of 17 EXHIBIT A Hardware Items included in each Hardware Package Product Included in Hardware Package Mfg Model Number/Price G1 Apple iPad 10.2" 9 Gen WiFi/Cellular HWP-1021 MK663LL/A- $759.00 iPad Swipe iDynamo Lightning HWP-1021 21087013- $120.00 UAG iPad 10.2 Case HWP-1021 12191HB14040- $48.00 GN Implementation HWP-1022 Implementation 500ct Multipurpose Label HWP-1054 30336- $20.00 500ct Multipurpose Label HWP-1054 30336- $20.00 Dymo Labelwriter HWP-1054 1752265- $190.00 Ethernet Patch Cable - 7' HWP-1115 15196- $3.00 MX915 Chip and Pin Pad HWP-1115 M177-409-01-R- $750.00 MX915 CONNECT I/O MOD HWP-1115 P132-602-00-R- $64.00 MX915 PWR SUP HWP-1115 PWR132-003-01-B- $21.75 Epson OmniLink TM-T88VI - G1 HWP-1116 C31CE94061- $450.00 Ethernet Cable 10' HWP-1116 15199- $3.75 USB Cable 6' HWP-1116 28102- $4.25 Honeywell Barcode scanner 1200g - G1 HWP-1141 1200G-2USB-1-WWT- $185.00 DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 Exhibit B I. GolfNow Standard Terms and Conditions for Products and Services. These Standard Terms and Conditions (the “Terms”) and any applicable Additional Terms shall apply to Client’s business relationship with GolfNow, LLC (“GolfNow”) and any subsidiary or affiliate of GolfNow. For purposes of these Terms, any reference to Client shall mean the legal entity listed as “Client” on the relevant Order Form or other similar sales agreement, including applicable addenda (collectively as the “Order Form”) between GolfNow and Client. Certain GolfNow products or services may also be subject to additional terms and conditions sp ecific to those products or services as set forth below (the “Additional Terms”), including the following: • SmartPlay Merchant Terms and Conditions; • Answers Reservation Center Terms & Conditions; and • GolfNow Payments Merchant Services Agreement for Sub-Merchants. These Terms and the Additional Terms shall be subject to and incorporate the terms and conditions of the Order Form (collectively referred to as the “Agreement”). Any capitalized terms used but not otherwise defined in these Terms shall have the respective meanings ascribed to them in the applicable Order Form. The Agreement shall constitute a legally binding agreement by and between Client and GolfNow, and Client accepts and agrees t o the terms of the Agreement by (1) clicking a box indicating acceptance or (2) executing an Order Form or other agreement that references these Terms . GolfNow, in its sole discretion, may modify or update these Terms from time to time, effective upon posting an updated versio n of these Terms on the GolfNow website. Client is responsible for regularly reviewing the Terms for such updates, and continued use of the Go lfNow products and services after any such updates or modifications shall constitute Client’s consent to such changes. Client’s access and use of the applicable GolfNow products and services shall at all times be governed by the then current Terms, including in the event GolfNow allows Client to access and/or use any portion of the GolfNow Services following the terminate date of the Agreement. . 1. Term and Termination. The Initial Term of this Agreement, along with any applicable Renewal Term, shall be for the period of time as set forth on the attached Order Form (the “Term”), and shall be non-cancellable except as provided herein. Either Party may immediately terminate this Agreement in the event that the other Party materially breaches this Agreement and fails to cure such breach within thir ty (30) days’ written notice of such breach. Furthermore, GolfNow reserves the right to immediately suspend Client’s and/or it’s Users’ access to the Services in the event that either Client or a User, as the case may be, is in breach of this Agreement or engaged in any unauthorized conduct (including any violation of the terms of this Agreement or any applicable law or third party right). Upon termination of this Agreement, Client shall delete and return all Software (including all copies), and sign a statement certifying same. Client agrees and acknowledges that GolfNow has no obligation to retain the Client Data and shall, unless legally prohibited, delete such Client Data in its systems or otherwise in its po ssession or under its control following termination of the Agreement. 2. GolfNow Services. GolfNow shall provide the Products and/or Services (including any Software) set forth in the applicable Order Form (the “Services”). When applicable, GolfNow shall provide access to Client’s tee times through any of its branded websites and mobile apps (including but not limited to GolfNow.com and TeeOff.com), partner or affiliated websites, or any other distribution channel (the “GolfNow Distribution Channels”). Unless agreed upon otherwise, GolfNow shall apply the latest version of the GolfNow Services to the marketing and administration of Client tee times. GolfNow shall notify Client in advance in writing of any updates to the GolfNow Services and wil l provide appropriate training and/or materials to Client concerning all updates relating to the GolfNow Services in use by Client. Client shall provide GolfNow with access to all of the internal and external systems (including third party systems licensed to Client) necessary for GolfNow to provide the Services. Client shall honor all tee times reserved through the GolfNow Distribution Channels and shall treat all golfers originating from GolfNow Distribution Channels with proper courtesy and respect. Client shall make every effort to maintai n its tee time inventory in the most up- to-date manner possible, with proper communication to GolfNow regarding changes in availability, golf course conditions, etc. Th e Parties shall work cooperatively to minimize double-bookings, cancellations and the like. 3. GolfNow Software. To the extent that GolfNow provides Client with any software under this Agreement, GolfNow grants Client a limited, non-exclusive, non-transferable license to utilize the software as set forth on the included Order Form (the “Software”). Subsequent enhancements, updates, including code corrections and fixes which correct problems with the Software, including any online us er instructions and help files (“Documentation”), made available by GolfNow to all subscribing customers for the same offering will be made available to Client at no additional charge. However, any new applications, application modules or enhancements that are not offered generally by GolfNow as part of the purchased Software require renegotiation of terms. GolfNow reserves the right to require mandatory upgrades of the Software as may be necessary, as well as to require Client to utilize alternative and upgraded versions of the Software from time to time (at no extra charge to Client unless Client has consented thereto). This Agreement will apply to any application updates, upgrades and new modules or offerings subsequently provided by GolfNow to Client as part of any purchased Services. GolfNow will provide access, user identification and passwords to a reasonable number of designated Client employees, representatives, consultants, contractors or agents who are authorized to use the Services on behalf of Client (each a “User”). Client understands and acknowledges that all third -party vendors must have a written agreement with GolfNow in order to create any interface with the Software. If Client provides its own hardware (including peripheral equipment) for use with the Software, such hardware must meet or exceed GolfNow’s current technical specifications for purposes of compatibility with the Software. DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 4. GolfNow-Owned Hardware. To the extent that GolfNow has provided Client with any hardware (the “Hardware”), all such Hardware shall remain the property of GolfNow and shall be returned by Client to GolfNow within fourteen (14) days upon the earlier of: (i) termination of this Agreement; or (ii) expiration of the Term. In the event GolfNow provides Client with an iPad, GolfNow agrees to cover up to five gigabytes (5GB) of data per month during the Term of this Agreement (“Data Limit”) for each iPad issued. Should Client exceed the Data Limit, Client shall be responsible for any additional charges incurred as a result. Client assumes all risk of loss or damage to any Hardware. From time -to-time, GolfNow may, in its sole discretion, replace any Hardware or replacement parts provided to Client, and Client will cooper ate and allow the installation of replacement Hardware or parts upon notice from GolfNow. 5. Support and Training. GolfNow shall provide Client appropriate levels of training (including access to remote training and on -line resources). Additional in-person training may be provided for an additional fee. Telephone and email support shall be provided to Client during normal business hours through GolfNow’s published phone numbers and email addresses. 6. Connectivity. Except as otherwise stated herein, Client will be solely responsible for the procurement, payment, and maintenance of all telephone and internet connectively necessary to utilize the applicable Hardware or Services. Client agrees that such connect ivity will meet or exceed bandwidth requirements as may be provided by GolfNow, and that GolfNow shall not be responsible for any disruptions in Client’s use of the Hardware or Services caused by Client’s connectivity. 7. Hardware and Software Configuration and Security. Client agrees that, should the configuration of the Hardware or Software be altered (either by Client’s personnel or, upon Client’s written request, by GolfNow personnel) to allow unrestricted internet browsin g or additional functionality, or Client uses the Hardware or Software to visit web sites that are not pre-approved by GolfNow, Client agrees that: (i) it does so at its own risk; (ii) it will pay for, reimburse GolfNow for and be liable for any resulting tangible or intangible damages, losses or injuries; (iii) all uptime obligations and warranties associated with the Hardware and Software will be voided; and (vi) it will be liable for and indem nify, defend and hold GolfNow harmless from any loss or damage resulting from such alterations or internet use, including bu t not limited to, actual or alleged data security breaches or the introduction of malware and viruses. GolfNow will, if requested by Client, provide repair and techni cal support services concerning such issues at its then-standard consulting rates. Client also agrees to reimburse GolfNow for all reasonable costs and expenses associated with such repair and technical support. Client will be responsible for maintaining security on its network at all times. GolfNow assumes no responsibility for viruses, malware or other issues that arise due to activity on Client’s network, and accepts no liabili ty for the consequences of said activity, regardless of the ownership of the hardware residing on the network. 8. Fees and Pricing. Client’s payment to GolfNow shall be the “Total Payment” amount set forth on the relevant Order Form. If Client agrees to charge a Transaction Fee for rounds booked on Client’s website through a GolfNow booking engine, Client’s share of the Tra nsaction Fee, as set forth in the Order Form, shall be net GolfNow’s costs (approximately 5%). For the avoidance of doubt, the Transaction Fees referenced in the Order Form do not include any convenience fees charged by GolfNow through GolfNow’s Distribution Channels. If applicable, Client shall have the right to approve the price and amount of all non -Trade Time inventory offered through GolfNow’s Distribution Channels. GolfNow shall receive tee times and rates at least as favorable to GolfNow as the most favorable tee times and rates offered or provided by Client to any other third - party distribution service or any third party with substantially similar features, functionality, or capabilities as those provided by GolfNow. Client acknowledges and agrees that Client’s payment to GolfNow, whether cash or provision of Trade Time(s), is a material element o f this Agreement. Due to this material element, in the event that Client does not comply with the payment requirements hereunder or otherwise breaches the terms of this Agreement (each a “Non-Compliance Event”), Client shall be required to pay the following fees to GolfNow: (1) For Products/Services being paid for via Trade Time(s): Five Hundred Dollars ($500) per Product and/or Service, per Golf Course, per month for each month after the first instance of any Non-Compliance Event through either: (i) the cure of the Non-Compliance Event; or (ii) the end of the current Term, whichever is shorter; and (2) For Products/Services being paid for in cash: Client will be invoiced for the cash price owed to GolfNow for those Products/Services for the remainder of the Term, with payment being due within thirty (30) days of Client’s receipt of such invoice. Additional fees relating to Non-Compliance Events may apply for certain Products and/or Services such as Toptracer Range and Full Swing, or as otherwise set forth in the Order Form. For the avoidance of doubt, nothing in this section shall limit any rights or remedies available to GolfNow relating to a Non-Compliance Event. Cash Payment Terms: GolfNow will invoice Client for all Products/Services for which Cash is the applicable payment method as indicated on the Order Form, and such invoices shall be payable within thirty (30) days of Client’s receipt (unless agreed upon otherwise in writing). In the event Client fails to make timely payment on an outstanding invoice, GolfNow reserves the right to suspend support and/or deactivat e Client’s Products/Services until such time Client has paid in full. Any invoice one hundred twenty (120) or more days past due shall be considered a Non- Compliance Event and material breach for which GolfNow may immediately terminate the Agreement and disconnect the Products/Services, and the fees set forth in Section 8 shall apply. All Cash Payment pricing for GolfNow’s Products/Services are subject to, once pe r calendar year of the Term upon sixty (60) days’ notice to Client, an annual increase of the greater of five percent (5%) or the increase in the Consumer Price Index for Urban Consumers, as issued by the Bureau of Labor Statistics, U.S. Department of Labor, over the prior twelve (12) month period (“CPI”), applied on a cumulative year-over-year basis starting from the Effective Date of the applicable Order Form, unless and to the extent such Order Form sets forth different terms for annual Cash Payment increases. For Clients receiving G1: Client acknowledges and agrees that Client’s use of the G1 Operating Sy stem requires Client’s adoption of GolfNow’s Booking Engine 5.0 (or later) and that Client charge a Transaction Fee on all rounds booked through the GolfNow Booking Engin e, which Client shall split with GolfNow according to the terms of the Order Form. DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 9. Trade Time Definitions. (i) Trade Time with Rolling Terms: A single ‘Trade Time’ is defined as four (4) individual 9-hole or 18-hole rounds (as applicable) (with or without cart), with player rule one to four (1-4), made available for sale by GolfNow for its own benefit. Each Trade Time 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 until a m aximum of thirty- one (31) Trade Times (or 124 individual 9-hole or 18-hole trade rounds) have been sold each month. Any Trade Time that ‘rolls’ to a subsequent day may be posted at any time during that day’s Bookable Window, regardless of the Trade Load Time. GolfNow shall have the ability to sell Trade Times at a price that is at the discretion of GolfNow (except where mutually agreed upon otherwise). Trade Times shall be available for purchase on Client’s website and GolfNow’s Distribution Channels. (ii) Trade Time with Non-Rolling Terms: A single ‘Trade Time’ is defined as four (4) individual 9-hole or 18-hole rounds (as applicable) (with or without cart), with player rule one to four (1-4), made available for sale by GolfNow for its own benefit. GolfNow shall have the ability to sell Trade Times at a price that is at the discretion of GolfNow (except where mutually agreed upon). Trade Times shall be available for purchase on Client’s website and GolfNow’s Distribution Channels. (iii) Trade Time Posting. The tee times of the individual 9-hole or 18-hole rounds (as applicable) provided as Trade Times shall be posted during the Bookable Window (defined below), or at the specified Trade Load Time(s) set forth in the Order Form. “Bookable Window” shall mean any time throughout the day unless a specified Bookable Window is defined otherwise in the Order Form. For the avoidance of doubt, if the Order Form includes specified Trade Load Time(s), but not a defined Bookable Window, the applicable Bookable Window shall be any time throughout the day. In addition to the above, GolfNow may also offer Trade Times for sale as “Pay Now & Save” tee times at any time throughout the Bookable Window. For the avoidance of doubt, once a Trade Time has been sold as a “Pay Now & Save,” it will b e removed from the applicable Trade Load Time or Bookable Window. (iv) Smart Trade (TeeOff.com only): If noted on the Order Form, GolfNow may employ the “Smart Trade” system for selling Trade Times, whereby the tee time inventory shall include “auto-switching” the Trade Time inventory from floating time slots to a fixed time slot if the target window becomes more than 80% booked. (v) Availability. In the event a Trade Time (full or partial), Trade Load Time, or Bookable Window becomes unavailable o n a given day for any reason, including but not limited to weather, a scheduled outing/event, over -seeding, course maintenance, or the tee time was sold by Client outside of GolfNow’s Distribution Channels, GolfNow may re-post the applicable Trade Times or individual tee times at any available time(s) during the Bookable Window on either the same day or earlier/subsequent date(s). 10. Trade Over-Sell. In the event that GolfNow inadvertently oversells trade rounds due to a technology or interface error, GolfNow shall block future trade rounds to make up for such oversell. If the oversold rounds are valued at more than One Thousand Dollars ($1,000), GolfNow agrees to issue a refund check to Client. For the avoidance of doubt, if the oversold rounds are valued at less than One Thousand Dollars ($1,000), GolfNow shall reimburse Client via future blocked trade rounds. 11. Acceptable Use. Client shall use the Services in accordance with the Documentation and this Agreement for purposes of operating its business and not for further resale or distribution. Client shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, a ssign, distribute, time share or otherwise commercially exploit or make the Services available to any third party (other than User s and Client End Users as expressly authorized by this Agreement); (ii) use the Services to collect, transmit or process (a) infringing, offensive, obscene, thre atening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; or (b) send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programmi ng routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (iii) interfere with or disrupt the integrity or performance of the Services or any of GolfNow’s and/or its licensors’ proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know -how, techniques, designs, the Documentation, training materials, templates, and other tangible or intangible technical material or infor mation and any components thereof, used by GolfNow or its third party licensors and providers to provide the Services (referred to herein as “GolfNow Technology”); or (iv) attempt to gain unauthorized access to the GolfNow Technology or Services; (v) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services or the GolfNow Technology; (vi) access the Software or GolfNow Technology for the purpose of building a similar or competitive offering; (vii) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or GolfNow Technology or any part thereof or otherwise attempt to discover any source code or modify the Services or GolfNow Technology. Client shall: (i) notify GolfNow customer support as promptly as practicable by email, fax or telephone of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) r eport to GolfNow as promptly as practicable and use reasonable efforts to stop immediately any copying or distribution of any Client proprietary information or Client Data that is known or suspected by Client or Users through the Services; and (iii) not im personate another User or provide false identity information to gain access to or use the Services. Client is responsible for all its Users’ compliance with this Agreement, for charges incurred by its Users under Cl ient’s account, and for using commercially reasonable efforts to ensure that its Users maintain the confidentiality of their passwords and user names. Certain edition s of the Services offer integration capabilities via an application programming interface, or API. The number of API calls Client can make per account at no additional charge is limited (excluding calls resulting from use of GolfNow End User applications, golfnow.com, and Gol fNow- certified applications) to an aggregate maximum of two hundred thousand (200,000) calls/day/account. Call s to the API that exceed the daily maximums in the preceding sentence may require payment of additional charges. 12. End Users; Privacy Policies and Terms of Use. End users of the Services shall be either: (1) GolfNow account holders who interact with Client via their GolfNow account (“GolfNow Account User(s)”; e.g. Golfer who uses their GolfNow account to reserve tee time through a GolfNow Booking Engine on Client’s website); or (2) any other individual or company who interacts with the Services for pu rposes of conducting business with Client (“Client End User(s)”) (collectively, “End User(s)”). Client acknowledges and agrees that Client shall be solely responsible DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 for establishing and enforcing the terms and conditions under which Client End Users interact with portions of the Services controlled by Client (e.g. Client’s websites or point-of-sale systems). Client will at all times during the Term: (a) maintain a privacy policy and terms of use that are consistent with applicable laws and industry best practices (as determined by reference to the practices of other consumer-oriented websites and the promulgations of applicable industry standards bodies); (b) make such policy and terms of use easily accessible to Client End Users and otherwise in compliance with all applicable laws, including but not limited to the California Consumer Privacy Act (“CCPA”); and (c) comply with such policy and terms of use. No End User shall be deemed a third -party beneficiary of this Agreement. Client shall not make any warranties, representations or commitments to Client End Users which would: (i) imply an endorsement by GolfNow; (ii) purport to bind GolfNow to any legal obligations owed by Client to the Client End User; or (iii) entitle any End User to enforce the terms of this Agreement against GolfNow. Notwithstanding the foregoing, GolfNow shall be entitled to make its own privacy policy and terms of use available to GolfNow Account Users on the Services, and Client shall not take any actions that would diminish the accessibility of such policy or terms. 13. Ownership of Data. (i) Definitions. (a) “Applicable Law” means all applicable laws, rules, regulations, rulings, judgments, directives, or other requirements of any governmental authority in any country or jurisdiction, as may be amended or otherwise revised from time to time and all appli cable, current industry self-regulatory principles, including but not limited to the CAN-SPAM, TCPA, and Privacy Laws. (b) “Personal Data” means any information that relates to an individual and that, alone or in combination with other data, can be used to identify, contact, or p recisely locate an individual, or other information that constitutes “personal data” or “personal information” under Privacy Laws. (c) “Privacy Laws” means all Applicable Laws and third-party platforms restrictions relating to the Processing of Personal Data, privacy and security that may exist in any relevant jurisdiction, including but not limited to CCPA and GDPR. (d) “Process”, “Processing” and words of similar nature mean using, accessing, storing, securing, sharing, disclosing, altering, destroying and deleting Personal Data and other actions as set forth in the applicable Privacy Laws. (ii) Client Data. As used herein, “Client Data” shall mean any data, information, or material provided or submitted to the Services by Client, Client End Users, or Client’s customers, personnel, and business contacts, including any Personal Data thereof (e.g. name, address, phone number, email address, credit card information, purchases, or preferences) (“Client Personal Data”), in the course of Client’s use of the Services. The Parties acknowledge and agree that GolfNow shall act as a service provider for any Client Personal Data processed by GolfNow through its provision of the Services. Where this is the case, GolfNow shall collect, retain, use, disclose, and otherwise process Client Personal Data (including personal information as defined under the applicable law) solely to fulfill its obligations to Client under this Agreement on Client’s behalf, for Client’s operational purposes, for GolfNow’s own operational purposes, for other notified purposes, and for no other purposes. GolfNow shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data where such deletion, correction, destruction, damage, loss or failure to store is initiated by or caused by Client or its Users, or Client End Users. Client a grees that GolfNow may process Client Personal Data to generate non-personally identifiable information by means of aggregation or de-identification, and to use and disclose that data, along with, on an aggregate basis and so long as no such use specifically identifies Client, any Client D ata relating to Client’s usage of the Services (e.g., general usage data; yield, util ization, rate, rounds, or pace; anonymous survey results) (collectively, “Aggregated Data”), for its own commercial purposes during or after the term of this Agreement. GolfNow shall not sell Client Personal Data o r otherwise disclose Client Personal Data for a commercial purpose. Client retains ownership of Client Data, whether obtained prior to or during the Term of this Agreement. For the avoidance of doubt, Aggregated Data shall not be considered Client Data or Client Personal Data. (ii) GolfNow Account Data and Shared Data. GolfNow shall own the rights to all Personal Data collected by GolfNow directly from GolfNow Account Users on GolfNow-operated sites and services or through the Services provided to Client, including, but not limited to, name, phone number, login credentials, tee times, requests for amenities such as food orders, information about other golfers, and other profile information (collectively, “GolfNow Account Data”). When applicable, GolfNow shall provide Client with the portions of GolfNow Account Data necessary to enable GolfNow Account Users to interact with Client through the Services and for Client to fulfill certain golfer transactio ns made through the Services (e.g., golfer name, phone number, and tee time for GolfNow.com bookings; golfer name and food order for SmartPlay order; and golfer contact information to set up a profile for future bookings through GolfNow Booking Engines). Except as otherwise provided in this Agreement, GolfNow and Client, with respect to the portion of the GolfNow Account Data that Client may receive from GolfNow, each Client and GolfNow will independently own such data (the “Shared Data”), provided, however, Client shall not “sell” Shared Data as “sell” is defined under applicable Privacy Laws, including but not limited to the CCPA. Client represents and warrants that Client will comply with all Applicab le Law, including but not limited to CAN-SPAM, CIPA, TCPA, Telemarketing Sales Rule, CCPA, and/or any other similar Privacy Laws, with respect to (i) any and all Client Personal Data and Shared Data; and (ii) Client’s use of Client Personal Data and Shared Data in conjunction with the S ervices, including but not limited to Client’s distribution of marketing communications (via e -mail, text message, or otherwise) through the Services, whether by Client directly or by GolfNow on Client’s behalf or at Client’s direction. Client shall comply with its obligations as a “business” or “controller” under applicable law, including the CCPA for all Client Personal Data and Shared Data. 14. Data Security. Industry standards have been set by the Payment Card Industry Data Security Standards (“PCI Standards”) for protection of customer information. GolfNow and Client both represent and warrant that they will comply with PCI Standards during the en tire Term of this Agreement and thereafter with respect to customer Personal Data accumulated during the Term, and further agree to adhere to all other applicable standards, laws, rules, and regulations for protection of customer Personal Data to which they have access during the entire Term of this Agreement. GolfNow agrees that it will use systems, tools a nd security and take commercially reasonable steps to ensure Client Personal Data hosted by GolfNow is not accessed, redistributed, duplicated, or modified. GolfNow shall be free to provide certain required levels of access to contracted third party vendors that may need access to such data in order to provide the Services. DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 15. Websites and Mobile Apps. In the event that GolfNow provides Client with a custom Website or Mobile App (the “Websites & Apps”) as part of the Services, Client acknowledges and agrees that Client, and not GolfNow, shall be responsible for: (i) any and all content (i.e., images, video, text, etc.) and third-party links, including any social media accounts or activity (i.e. Facebook, Twitter, YouTube, etc.), uploaded an d/or published to the Websites & Apps by Client directly or provided to GolfNow for upload and/or publishing on Client’s behalf; (ii) any and all additions, deletions, edits, or changes made to the Websites & Apps by Client directly or by GolfNow at Client’s direction; (iii) the ac cessibility to disabled persons of any and all content (i.e., images, video, text, etc.), third -party links, or third-party features, services, or functionality uploaded or published to, or included in, the Websites & Apps by Client directly or by GolfNow at Client’s direction; (iv) any and all re presentations made to End Users by Client through the Websites & Apps; (v) any and all communications between Client and End Users made or initiated through the Websites & Apps; (vi) any and all products/services of Client offered or advertised through the Websites & Apps; and (vii) an y and all third-party software or services utilized by Client relating to the Websites & Apps not provided by GolfNow. Pursuant to Section 12 above, Client, and not GolfNow, shall be responsible for providing the privacy policy and terms of use for Client’s Website(s), which shall be separate and distinct from GolfNow’s privacy policy and terms of use applicable to the Mobile Apps and GolfNow Account Users. Client acknowledges and ag rees that the Websites & Apps are part of the Services licensed to Client for the Term of the Agreement, and that upon term ination of the Agreement, the Websites & Apps, and any other services relating to the Websites & Apps provided by GolfNow, including but not limited to domain name, hosting, and email, will be immediately taken down and/or turned off, along with Client’s access to the Websites & Apps and any related services. Unless agreed upon otherwise, all content created by GolfNow for the Websites & Apps shall remain the property of GolfNow and may no t be used by Client following the termination of this Agree ment. Client is solely responsible for creating copies or backups of all Client -owned content or data from the Websites & Apps prior to termination, and in no event shall GolfNow be responsible for the loss of any of Client’s d ata following the termination of this Agreement. For purposes of this Section, “Client” shall include any Users, employees, vendors, agents and other personnel of Client. 16. Intellectual Property. (i) Client Intellectual Property Rights. Client hereby grants GolfNow during the Term a revocable, limited, non -exclusive, royalty-free, worldwide license to use certain materials provided by Client, including but not limited to golf course information, logos, b randing, images, and video (the “Client Materials”), as may be necessary for GolfNow to: (i) provide the Services to Client; (ii) aggregate Client usage data as set forth above; and (iii) to promote Client and provide the marketing services contemplated herein. Client retains all right, title and interest, including all related intellectual property rights, in and to the Client Materials. Client represents and warrants that any Client Material s provided to GolfNow and/or, if applicable, uploaded to Client’s Websites & Apps during the Term will be fully cleared (e.g. for copyrights, rights of publicity, etc.) for commercial use in all mediums (including, without limitation, on the internet, in print, and via mobile distribution channels). (ii) GolfNow Intellectual Property Rights. GolfNow and its licensors retain all right, title and interest, including all related intellectual property rights, in and to the GolfNow Services, Software, Technology, and Documentation. This Agreement is not a sale and does not convey to Client any rights of ownership in or related to the GolfNow Products, Services, Software, or Technology. Any GolfNow -related names, logos, and the product or service names associated with the Services are trademarks of GolfNow or its licensors or other affiliated third parties, and no right or license shall be deemed granted to use them to Client, any End User, or any other third party without the prior, exp ress written consent of GolfNow. GolfNow shall be free to use or incorporate and permit its third party licensors to use or incorporate into the GolfNow Technology and/or Services any suggestions, enhancement requests, recommendations or other feedback provided by Client and End Users rel ating to the GolfNow Services, and all such recommendations shall be free from any confidentiality restrictions that might otherwise be imposed upon GolfNow hereunder, all of which once incorporated shall be the sole and exclusive property of GolfNow and its licensors. 17. Confidentiality. (i) Definition. “Confidential Information” means all non-public information of a Party (“Disclosing Party”) disclosed to the other Party under this Agreement (“Receiving Party”), whether orally or in writing and whether or not designated as confidential at the time of disclosure, including without limitation the terms and conditions of this Agreement (including pricing and other terms), business information, spec ifications, research, software (in the case of GolfNow, including but not limited to, the GolfNow Tec hnology, flow of screens, and Documentation), trade secrets, designs, drawings, flow charts, data, computer programs, marketing plans, budget figures, and other financial and business in formation of the Disclosing Party, and Client Data. (ii) Treatment of Confidential Information. Except with the Disclosing Party’s permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose other the performance of the Receiving Party’s obligations under this Agreement, and shall not disclose the Confidential Information to any third party other than its contractors or authorized representativ es who are subject to binding obligations of confidence substantially similar to those set forth in this Agreement and solely for the purposes of this Agreement. (iii) Permitted Disclosure. The obligation of nondisclosure set forth herein shall not apply to any Confidential Information that: (a) is or becomes publicly available without a breach of any obligation owed to the Disc losing Party, including, by way of example but not limitation, the posting of Client materials or Client Data by Client, Users or End Users on any publicly-available portions of the Services; (b) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party; (c) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party withou t breach of any obligation owed to the Disclosing Party; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Part y’s Confidential Information (except for patentable subject matter, which shall not be subje ct to this exception); or (e) the Receiving Party is required to disclose by any applicable law, by any rule or regulation of any court or government agency of competent jurisdiction, or pursuant to legal process; provided that the Receiving Party provides the Disclosing Party with prompt written notice of the requirement to disclose, reasonable assistance in the opposing or limiting of such disclosure and limits such disclosure to that strictly required by such court, government agency or legal process; (f) is a permitted aggregation of data. (iv) Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the D isclosing Party will be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 damages. Notwithstanding the foregoing, Client irrevocably waives any right to enjoin or restrain the operation of the GolfNow Software, Services, or Technology as a whole, or GolfNow’s, its providers’, or its customers’ use of any content or other material used or displayed through the Services other than Client’s Confidential Information. 18. Limited Warranties and Remedies; Disclaimers. Both Parties represent and warrant that: (a) they have the authority to enter into this Agreement and that their signatories are duly authorized and empowered to sign this Agreement on their behalf; and (b) they will comply with all applicable laws, ordinances, statutes, regulations and rules, and that they have the power to settle fully and completely all claims, causes of action, demands, charges and liabilities arising out of or relating to this Agreement. Client represents and warrants to GolfNow that any intellectual property provided to GolfNow by Client (including without limitation, any photographs, drawings, or works of art) do not violate the rights of any third party. GolfNow will provide the Services in a professional and workmanlike manner and free from any unreasonable defect s, and GolfNow will use all reasonable means to fix any defect in the Services that may arise. GolfNow will provide Client with training on how to use the Services and provide support as needed by Client. Notwithstanding the foregoing, in the event that Client creates its own content and/or software, and/or utilizes third party software to deliver services to the Client’s users, such content and software or services are not included within this Limited Warranty and GolfNow is not responsible for any damages or remedies of any kind in connection with Client’s content and/or use of such software or services. GolfNow shall notify Client in advance of any updates to the Services and will provide appropriate training and/or materials to Client concerning all updates. Client and its authorized users shall use the Software and Services only in accordance with this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER GOLFNOW NOR ITS PROVIDERS MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE GOLFNOW SERVICES, SOFTWARE, OR TECHNOLOGY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER GOLFNOW NOR ITS PROVIDERS REPRESENT OR WARRANT THAT (A) THE USE OF THE GOLFNOW SOFTWARE, SERVICES OR TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE GOLFNOW SOFTWARE, SERVICES, OR TECHNOLOGY WILL MEET CLIENT’S OR END USERS’ REQUIREMENTS OR EXPECTATIONS, OR (C) THE GOLFNOW SOFTWARE, SERVICES, OR TECHNOLOGY THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, SO LONG AS GOLFNOW HAS TAKEN REASONABLE STEPS TO SAFEGUARD AGAINST SUCH VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE GOLFNOW SOFTWARE, SERVICES, AND TECHNOLOGY IS PROVIDED TO CLIENT STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY GOLFNOW AND ITS PROVIDERS. With respect to malfunctioning Software, GOLFNOW’S entire liability and Client’s exclusive remedy shall be the repair/replacement of the Software. 19. Limitation of Liability. EXCEPT FOR THIRD PARTY LIABILITIES AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES BASED ON LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR LOSS OF DATA), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE CAUSE OR THE FORM OF ACTION (WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE). IN NO EVENT SHALL GOLFNOW’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID OR OWED BY CLIENT HEREUNDER (WHICHEVER IS GREATER) OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY CLIENT HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE TOTAL PAYMENT SECTION OF THE ORDER FORM. 20. Indemnification. (i) By Client. Client shall indemnify, defend, and hold harmless GolfNow, LLC and its parents, affiliates, officers, directors, employees, contractors, vendors, agents, and representatives, (collectively, the “GolfNow Indemnified Parties”), from any and all claims, demands, actions, suits, investigations, proceedings, damages, losses and liabilities, including reasonable attorney’s fees and expenses (colle ctively, “Losses”) as incurred, arising from or related to any third-party claim (a) that any materials provided to GolfNow by Client, or utilized by Client in its use of the GolfNow Services infringe, misappropriate, or otherwise violate or conflict with applicable law or an y third-party’s intellectual property rights or rights of privacy or publicity; or (b) to the extent arising from or relating to (i) the breach of Client’s obligations, repr esentations, or warranties under this Agreement, including any third-party claim alleging any act, omission, or fact that constitutes a breach; (ii) any death, personal injury, bodily injury to persons, or damage to property caused by Client or occurring at Client’s Golf Course(s); (iii) any dispute b etween Client and a customer/golfer, including in connection with the customer/golfer’s experience at Client’s Golf Course(s), without regard for the basis of suc h claim; (iv) any negligence or willful misconduct of Client or Client’s employees, vendors, agents or other personnel; and (v) the Client Data and/or Client’s Websites & Apps (as defined in Section 15), to the extent such Losses are not a result of GolfNow’s negligence. (ii) By GolfNow. GolfNow agrees to defend, indemnify, and hold harmless Client, its parents, affiliates, officers, directors, partners, employees, contractors, vendors, guests, volunteers, agents, and representatives from and against all Losses arising out of or resulting from any act undertaken or committed by GolfNow, or any contractors hired or engaged by GolfNow, in connection with the performance of GolfNow’s obligations under this Agreement. GolfNow also agrees to defend, indemnify, and hold harmless Client from any liability resulting from any claim, action or cause of action which may be asserted by third -parties arising out of the performance of the GolfNow’s obligations pursuant to this Agreement, except those actions or liabilities which are due to the misconduct or negligence of Client. 21. Insurance. Client acknowledges and agrees that it will at all times during the Term and at its own expense, keep in full force and effec t the following insurance coverages: (i) commercial general liability insurance for limits of not less than One Million Dollars ($1,000,000.00) per occurrence for bodily injury and property damage, product liability, personal and advertising injury and completed operations liability; and (ii) worker’s compensation insurance in compliance with applicable law; (iii) employers ’ liability insurance with a limit not less than One Million Dollars ($1,000,000.00); and (iv) property insurance on an “all risk” basis with replacement cost coverage for property and equipment in care, custody, and control of the insured. GolfNow, LLC must be listed as an “additional insured” on the policies described above, except for property insurance, DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 for which GolfNow, LLC will be listed as Loss Payee. GolfNow will provide to the City of Kent a listing of property and equip ment, including values, which will be under the City’s care, custody and control . Promptly after signing this Agreement, Client will deliver to GolfNo w certificates of insurance for the required coverage. All required insurance will be placed with carriers 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 notice of cancellation or non -renewal, which notice shall be provided in accordance with these Terms. The stipulated limits of coverage will not 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 obtain the required insurance. GolfNow , LLC acknowledges and agrees that it will at all times during the Term and at its own expense, keep in full force and effect the following insurance coverages: (i) commercial general liability insurance for limits of not less than One Million Dollars ($1,000,000.0 0) per occurrence for bodily injury and property damage, product liability, personal and advertising injury and completed operations liability; and (ii) worker’s compensation insurance in compliance with applicable law; (iii) employers’ liability insurance with a limit not less than One Million Dollars ($1,000,000.00); and (iv) cyber liability insurance with a limit not less than One Million Dollars ($1,000,000.00 ). the Cit y of Kent (Client) must be listed as an “additional insured” on the policies described above. In conjunction with signing this A greement, GolfNow, LLC will provide to Client, certificates of insurance for the required coverage . All required insurance will be placed with carriers rated no lower than A-VII in the most current edition of AM Best’s Property Casualty Key Rating Guide a nd will provide thirty (30) days’ written notice of cancellation or non -renewal, which notice shall be provided in accordance with these Terms. The stipulated limits of coverage will not be construed as a limitat ion of any potential liability to Client. Failure to request evidence of insurance or updated copies of insurance is not a waiver of GolfNow, LLC’s obligation to obtain the required insurance. 22. Dispute Resolution. This Agreement shall be governed, interpreted and construed under the laws of the Unit ed States and the State of Washington without regard to any conflict of law principles. The Parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, controversy or disagreement (each a “Dispute”) between the Parties under or related to this Agreement. Any legal proceeding to enforce, construe, or otherwise concerning this Agreement relating to a Dispute which cannot be resolved by the Parties must be brought in the state and federal courts located in King County, Washington. 23. Binding Nature; Assignment. This Agreement shall be binding upon GolfNow and Client, and their respective successors and assigns; provided, however, that neither Party shall assign this Agreement or any of its rights or obligations hereunder, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, cond itioned, or delayed. Notwithstanding the foregoing, without Client’s consent, GolfNow may assign all or part of its rights and obligations under this Agreement to: (i) any of its divisions, affi liates or subsidiaries; (ii) 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 Party, or the reorganization or merger of a Party, shall not constitute an assignment of this Agreement. Any assignment or tr ansfer in violation of this Section shall be void and of no force or effect. Any subcontractors retained by GolfNow to perform certain obligations h ereunder shall be bound by and their actions are governed by this Agreement as if GolfNow itself was performing such obligations. 24. Export Control. Client and GolfNow agree, in connection with Client’s use of the Services, to comply with all applicable export and re - export laws and regulations. GolfNow makes no representation that the Software or Services is appropriate, will comply with applicable laws, or available for use in locations other than the United States of America. 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 of this Agreement or use of GolfNow Services. Client will indemnify, defend and hold GolfNow harmless from any liability incurred by GolfNow in connection with Client’s failure to comply with this Taxes provision. (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 User through or in connection with services provided by GolfNow under this contract, Client will, as required by applicable laws, collect and remit all applicable taxes relating to consideration paid by End Users directly to Client. GolfNow will collect and remit all applicabl e taxes relating to consideration paid directly to it by End Users. (ii) Barter for or Cash Purchase of GolfNow Services by Client: The license by Client of some or all of GolfNow Services (including 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 Client of its Services, including software solutions provided under this contract, lies principally in the provision of access to and effective execution within the market created by GolfNow. Client and GolfNow agree that the consideration due from Client to GolfNow under this c ontract that is applicable to software equals the lesser of twenty percent (20%) of the total remuneration collected by GolfNow from End User s for Tee Times (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 state(s) in which Client operates impose tax on the license of software provided through this contract, tax will be computed on The Allocation, and will be payable by Client to GolfNow for remittance to the appropriate tax authority. 26. Survival. Sections 1, 16-20, 22, 25 and 26 shall survive notwithstanding the expiration or termination of this Agreement. 27. Miscellaneous. This Agreement shall constitute the entire understanding of the Parties with respect to the subject matter he reof and supersedes any and all prior understandings and agreements, written or oral, relating thereto between Client and GolfNow. Add itionally, this Agreement shall terminate and supersede any and all prior Order Form(s) entered into between Client and GolfNow regarding the Golf Course(s) and Products/Services listed herein. For the avoidance of doubt, this Agreement shall not terminate and/or supersede any non -Order Form agreements between Client and GolfNow or any prior Order Form(s) or other agreement (s) between Client and GolfNow relating to golf courses not listed in this Agreement. The Parties acknowledge and represent that they have carefully read and fully understand all of the terms and conditions set forth in this Agreement. The Parties further acknowledge and represent that they enter into this Agreement freely, knowingly and without coercion and based on their own judgment and investigation of this matter, and not in reliance upon any representatio ns or promises made by any Party, its attorneys, or its agents. The Parties hereby acknowledge and agree that GolfNow is an independent contractor and not an employee, agent, joint venturer or partner of Client or any of its affiliates. Nothing in this Agreement shall be interpre ted or construed as creating or establishing a joint venture, partnership, employment, or agency relationship among any of the Parties as a result o f this Agreement. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation. None of the Parties shall have any power to obligate or right to bind any other Party. This Agreement may be executed in one or more counterparts, with elec tronic exchange of signatures (e.g., pdf and DocuSign) sufficient to bind the Parties. Notices of e ither Party as required herein shall be sent to the addresses provided DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 in the attached Order Form. II. Additional Terms. The following Additional Terms shall govern Client’s purchase and use of the associated product and/or service and ar e expressly incorporated into the Agreement between GolfNow and Client when applicable. These Additional Terms will not change or replace the Standard Terms and Conditions or any other Terms of the Agreement unless expressly stated otherwise. Any capitaliz ed terms not defined in these Additional Terms shall have the same meaning as set forth in the Agreement and in the event of an express conflict between these Additional Te rms and the Agreement, the Additional Terms shall control. A. SmartPlay Merchant Terms and Conditions. These SmartPlay Merchant Terms and Conditions (“SmartPlay Terms”) shall govern GolfNow’s provision of the SmartPlay Services (as defined below) to Merchant and are expressly incorporated into and made a part of the applicable Agreement between GolfNow and Mercha nt. For purposes of these SmartPlay Terms, “GolfNow” shall refer to GolfNow, LLC and “Merchant” shall mean the legal entity listed as “Client” on the applicable Order Form between GolfNow and Merchant. 1. SmartPlay Technology. If selected on the Order Form, GolfNow will enable GolfNow’s proprietary SmartPlay technology services to facilitate the mark eting, sale, and fulfillment of orders for food, beverages and other products (“Items”) to Customers at Merchant’s Golf Courses through the GolfNow mobile app and other GolfNow platforms at GolfNow’s discretion (collectively, the “GolfNow App”) (the “SmartPlay Services”). For the avoidance of doubt, “Customers” shall refer to end users of the GolfNow App utilizing the SmartPlay Services at Merchant’s Golf Courses. Merchant acknowled ges the SmartPlay Services at all times require Merchant’s use of GolfNow’s G1 and GolfNow Payments prod ucts/services, which are subject to additional terms and conditions under the Agreement. If at any point during the Term Merchant ceases its use of either G1 or GolfNow Payments, GolfNow may immediately suspend or terminate the SmartPlay Services. 2. GolfNow Obligations. 2.1 SmartPlay Services. Subject to the Agreement and these SmartPlay Terms, GolfNow shall provide the SmartPlay Services to Merchant solely for use at the Golf Courses specified in the relevant Order Form. For the avoidance of doubt, as between Merchant and GolfNow, GolfNow will retain sole and absolute control over the SmartPlay Services (and all related elements of the user experience and user interface within the GolfNow App), including: (i) the personalization of the SmartPlay Services for Customers (as defined below); (ii) the priorit ization and display of options available to Customers; (iii) the functionality available to Customers within the GolfNow App; (iv) any transaction fees charged to Customers on purchases made through the SmartPlay Services; and (v) adding, removing, or otherwise modifying any feature or f unctionality made available through the SmartPlay Services or GolfNow App. 2.2 No Delivery Services. For the avoidance of doubt, the SmartPlay Services do not include, and GolfNow will not perform or in any way provide for, the delivery of any Items. Merchant and Merchant’s Golf Courses, pursuant to Section 4 below, will at all times be solely responsible for the delivery of Items purchased by Customers through the SmartPlay Services (“Delivery Services”), and GolfNow will not be liable or responsible for any Items or deliveries, or any errors or misrepresentations relating to any Items or deliveries. 3. Merchant Obligations. 3.1 Items for Purchase. Merchant agrees to make Items available to Customers for purchase during its normal business hours. Merchant will prepare, handle, store, and deliver all Items in accordance with all applicable laws and regulations, including without limitation all laws, rules, and regulations (i) governing time or temperature controls required for food safety (“Food Safety Standards”); and (ii) relating to the sale and/or service of alcohol. Merchant will solely determine the quality, portion, size, ingredients, or other criteria applicable to a ny Items (“Criteria”) and Merchant is solely responsible for ensuring all Items meet the applicable Criteria. For the avoidance of doubt, the selection of Items made available to Customers through the SmartPlay Services will be at Merchant’s discretion; however, in the event Merchant fails to make any Items available, Merchant will be in breach of the Agreement and GolfNow may suspend the SmartPlay Services until such Items are posted for sale. 3.2 Item Responsibility. Merchant acknowledges and agrees that GolfNow will not take title to any Item at any time. Additionally, Merchant shall be responsible for any reimbursement costs related to Customer refunds relating to Items or any other issue within Merc hant’s control. For the avoidance of doubt, all items sold to Customers through the SmartPlay Services shall be sold under Merchant’s retail and food delivery licenses, including but not limited to any alcohol-related licenses. 3.3 Item Order Support. Merchant is solely responsible for providing all Customer support for Merchant’s Items sold through the SmartPlay Services, including support for delivery, and Merchant will provide GolfNow with a customer service phone number that GolfNow will display in the GolfNow App so that Customers may direct their support inquiries to Merchant. Merchant will at all times during the Term be solely responsible for resolving all complaints and issues raised relating to: (i) Items purchased through the SmartPlay Services; and (ii) Merchant’s Delivery Services (as defined below), and will accept and respond to all customer service inquiries. 3.4 Item Pricing; Taxes. Merchant shall be solely responsible for setting the retail price for each Item to be offered for sale through the SmartPlay Services (the “Retail Price”). Merchant is the “retailer” or “seller” of all Items and is solely responsible for the collection and remittance of all applicable Sales Taxes and other fees. The term “Sales Tax” includes any sales, sellers use, transaction privilege, privilege, general excise, gross receipts, Item taxes and similar transaction taxes. Unless expressly indicated otherwise, the Retail Price of each Item shall exclude Sales Tax or any other fees. Merchant is solely responsible for de termining all applicable Sales Tax and other fees, and identifying and informing GolfNow of the appropriate Sales Tax and other fee amount for GolfNow to charge Customers on Merchant’s behalf for Items avai lable through the SmartPlay Services and GolfNow App. To the extent that applicable Sales Tax and other fees are not determined by Merchant, Merchant DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 expressly authorizes GolfNow to make such determination on its behalf and Merchant hereby acknowledges and agrees that GolfNo w will have no liability for the accuracy of any such determination. Merchant expressly authorizes GolfNow, at Merchant’s direction, to c ollect such Sales Taxes and other fees on Merchant’s behalf. Additionally, Merchant agrees that unless mutually agreed upon otherwise, the Retail Prices for all Items offered for sale by Merchant through the SmartPlay Services shall not be higher than the prices that Merchant and/or Merchant’s Golf Courses charge for similar Items outside of the SmartPlay Services, including at Merchant’s pro shops, restaurants, bars, and/or beverage carts. 3.5 Restrictions. In connection with the access to and use of the SmartPlay Services, Merchant will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the SmartPlay Services; (ii) provide, lease, lend, disclose, or otherwise use or allow any third-parties to use the SmartPlay Services (except as otherwise authorized by GolfNow); or (iii) possess or use, or allow the transfer, transmission, export, or re -export of any software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of For eign Assets Control, or any other government agency. Merchant will not (and will not allow any third party to) use the SmartPlay Services or any other transact ional, operational, performance or other data or information that is related to the sale of Items to Customers through directly or indirectly compete with GolfNow or its affiliates. The following restricted Items may not be featured or sold via the SmartPlay Services: illegal items, fragile items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, Items containing endangered species or any items that Merchant does not have permission to send. 4. Delivery. 4.1 Provision of Delivery Services. As between GolfNow and Merchant, Merchant acknowledges and agrees that: (a) Merchant will be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Delivery Services; and (b) except for the SmartPlay Services technology, Merchant will provide all necessary equipment, tools, and other materia ls, at Merchant’s expense, necessary to perform any Delivery Services. In the event Merchant collects any personal data from Customers in connection with the Deliver y Services, including but not limited to location, signature, photo, or ID (as defined belo w) information, Merchant agrees not to use or retain such personal data other than purposes of fulfilling the Delivery Services. 4.2 Delivery Personnel. Merchant will have the sole responsibility for any obligations or liabilities to Delivery Personnel (as de fined below) that arise from or relate to Merchant’s relationship with the Delivery Personnel. Merchant acknowledges and agrees that Merchant exercises sole control over any employees, agents, or contractors performing the Delivery Services on behalf of Me rchant (“Delivery Personnel”) and that Merchant will comply with: (i) all applicable laws (including tax, gratuity, social security, and employment laws) and regula tions applicable to Merchant’s relationship with the Delivery Personnel; and (ii) industry best practice with respect to working conditions and compensation for Delivery Personnel, including but not limited to the distribution of any gratuities. Merchant further acknowledges and agrees that Merchant will at all times during the Term be responsible and liable for the acts and omissions of its Delivery Personnel with respect to Customers, GolfNow, and third-parties. 4.3 Relationship with Customers. GolfNow and its affiliates shall not be responsible or liable for the actions or inactions of C ustomer(s) in relation to any of Merchant’s activities, including the Delivery Services. Merchant acknowledges and agrees that: (i) Merchan t will have the sole responsibility for any obligations or liabilities to Customers or other third -parties that arise from or relate to Merchant’s provision of the Delivery Services. 4.4 Delivery Area and Timing. Unless agreed upon by the Parties otherwise, GolfNow shall determine the geographic area in which the Delivery Services will be available (“Delivery Area”), and GolfNow (or Merchant upon notice to GolfNow) may limit the Delivery Area with respect to adverse events such as inclement weather or poor driving conditions to ensure safe and reliable Delivery Services. Merchan t acknowledges that GolfNow will use the Delivery Area to limit the Merchant’s ability to sell Items only to potential Customer who request delivery within the Delivery Area through the SmartPlay Services. Merchant shall provide GolfNow with projected timelines for the preparation of Item orders so that GolfNow may determine and display estimated time for delivery that may be displayed to Customers within the GolfNow App. 4.5 Transportation Method. For purposes of these SmartPlay Terms, “Transportation Method” shall mean a mode of transportation used by Merchant and its Delivery Personnel for the purpose of providing the Delivery Services. 4.5.1 Transportation Method Requirements. Merchant acknowledges that any and all Transportation Method(s) will at all times be: (a) properly registered and licensed as required by law to operate as a delivery vehicle; (b) owned or leased by Merchant or otherwise in Merchant’s lawful possession; (c) suitable for performing the Delivery Services; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Transportation Method of its kind and any additional standards or requirements required by applicable law, and in a clean and sanitary condition. 4.5.2 Delivery Personnel Requirements. Merchant acknowledges and agrees that at all Delivery Personnel will, at all times during the Term: (a) hold and maintain (a) a valid applicable license with the appropriate level of certification to operate the Transportation Method assigned to each Delivery Personnel; and (ii) all licenses, permits, approvals, and authority applicable to Merchant and/or its Delivery Personnel necessary to provide the Delivery Services to third parties; (b) provide the Delivery Services in a professional manner with due skill, care, and diligence; and (c) maintain high standards of professionalism, service, and courtesy. Merchant acknowledges and agrees that GolfNow reserves the right, at any ti me in GolfNow’s sole discretion, to restrict Merchant or Delivery Personnel from accessing or using the SmartPlay Services in event Merchant or such Delivery Personnel fail to meet any of the requirement within this Section. DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 5. Payment Terms. 5.1 Payment to GolfNow. Merchant’s payment for the SmartPlay Services shall be the payment to GolfNow set forth in the attached Order Form. 5.2 SmartPlay Transaction Fees. GolfNow, in its sole discretion, may charge Customers a transaction fee on all Item purchases made through the SmartPlay Services (“SmartPlay Transaction Fees”). The SmartPlay Transaction Fees shall be paid directly to GolfNow by Customers at the time of purchase, and GolfNow shall retain one hundred percent (100%) of each SmartPlay Transaction Fee collected unless otherwise agreed upon by the Parties in the Agreement. 5.3 Payment to Merchant; Payment Processing. For each purchase of an Item or Items, the Customer(s) will be charged (i) the Retail Price of the Item(s) (“Item Revenue”); (ii) any applicable Sales Tax; and (iii) the Transaction Fee(s), if any. All Customer purchases o f Items through the SmartPlay Services will be processed and reconciled pursuant to the Agreement and the “GolfNow Merchant Services Agreement for Sub- Merchants” entered into between Merchant and GolfNow regarding Merchant’s use of the GolfNow Payments service, with Merchant receiving one hundred percent (100%) (net of processing fees of the Item Revenue and Sales Tax, and GolfNow receiving (100%) of the Sma rtPlay Transaction Fee(s), unless agreed upon otherwise. 6. Intellectual Property. 6.1 GolfNow owns all right, title, and interest in and to the SmartPlay Services, GolfNow App, and any related content supplied b y GolfNow. Additionally, GolfNow shall have sole editorial control o ver (i) the SmartPlay Services; and (ii) the presentation of any content provided by Merchant for display within the SmartPlay Services, including but not limited to menus, photographs, trademarks, and logos (“Merchant Content”). Merchant shall own all right, title, and interest in the Merchant Content, subject to the licenses granted herein. 6.2 For the Term of the Agreement, Merchant hereby grants GolfNow a non-exclusive, perpetual, fully paid-up and royalty free license to use and display the Merchant Content in connection with Merchant’s Items, Merchant’s use of the SmartPlay Services, and any marketing or promotional activities relating thereto. GolfNow may remove any Merchant Content from the SmartPlay Services at any time in its sole discretion. 6.3 Without limiting anything in the Agreement, Merchant represents and warrants that the no Merchant Content will infringe, misa ppropriate, or otherwise violate any third-party’s intellectual property or other proprietary rights. To the extent the Merchant Co ntent contains any third-party materials, Merchant is solely responsible for, and will secure any and all rights, licenses, consents, and/or permissions nec essary to, GolfNow’s use of such Merchant Content. 6.4 No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA, OR OTHER INTELLECTUAL PARTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS AGREEMENT. 7. Marketing. GolfNow and its affiliates may showcase the availability of Merchant’s Items via th e SmartPlay Services and/or GolfNow App through various promotional activities, including but not limited to social media, websites, e-mail, and advertisements. 8. Ratings. Merchant acknowledges and agrees that Customers who purchase Items through the SmartP lay Services may be prompted by GolfNow to provide a rating of such Items and/or to provide comments or feedback related to the Customer’s experience with Me rchant and the applicable Items on the GolfNow App or other GolfNow platforms (“Customer Feedback”). GolfNow and its affiliates reserve the right (i) to use, share, and display such Customer Feedback; and (ii) to edit or remove Customer Feedback as deemed necessary by GolfNow. 9. SmartPlay Customer Data. Any and all information about Customers generated or collected by GolfNow through the SmartPlay Services (“SmartPlay Customer Data”), including but not limited to Customer name(s), delivery location(s) or address(es), email addres s(es), phone numbers, purchase history, and/or preferences or any informati on that may otherwise be considered “personal data” or “personal information” under applicable law shall be considered GolfNow Account Data. However, to the extent GolfNow shares any SmartPlay Customer D ata with Merchant for the purposes of fulfilling Customer orders or completing transactions through the SmartPlay Services, such SmartPlay Customer Data shall be considered Shared Data. 10. Representations and Warranties. 10.1 General. Merchant hereby represents and warrants that: (i) it has the authority to enter into the Agreement and these SmartPlay Terms and to grant the rights granted hereunder, and that doing so will not violate any other agreement to which it is a party; (ii ) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from comply with or performing under the Agreement or these SmartPlay Terms; (iv) i t will comply with applicable retail food, beverage, or other health and safety codes, rules or regulations, as well as any other laws applicabl e to its business (including, without limitation, the obligation to pay tips to delivery and other workers, if any); and (v) it will provide accurate tax rates and calculations to GolfNow; and (vi) it will remit to the applicable taxing authority all legally -required taxes and will files all required tax returns and forms. 10.2 Alcohol. In the event Merchant offers alcohol to Customers as Item(s) for purchase through the SmartPlay Services, Merchant represents and warrants that Merchant and/or the applicable Golf Course(s) maintains a valid and active liquor license and all other app licable licenses, permits, and registrations for the sale, distribution, and delivery of alcohol (collectively, “Liquor Licenses”). Merchant will provide GolfNow with a copy of the Liquor Licenses and any renewal thereof, and will immediately notify GolfNow if any Liquor License is not renewed or is revoked, cancelled, or surrendered at any time during the Term. Merchant acknowledges and agrees that Merchant, and not GolfNow, is solely responsible for confirming via bona-fide government-issued identification (“ID”) that all Customers who purchase alco hol from Merchant’s Golf Courses through the SmartPlay Services are at least twenty-one (21) years old prior to Merchant serving or delivering alcohol to any such Customers. DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 10.3 DISCLAIMER. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. B. Answers Reservation Center Services Terms and Conditions. These GolfNow Answers Terms and Conditions (“Answers Terms”) shall apply specifically to Client’s use of the GolfNow Answers reservation center services (“Answers Service”) and are expressly incorporated into and made a part of the applicable Agreement between G olfNow and Client. 1. GolfNow Responsibilities. (a) GolfNow is responsible for the toll-free telephone charges associated with forwarding calls to the Answers Service, unless Client elects to use its own toll-free number. (b) GolfNow will, in conjunction with Client, develop a telephone protocol to be used by GolfNow’s customer service representatives (“CSR(s)”) when answering telephone calls for Client’s Golf Course(s). (c) GolfNow CSR’s, where appropriate, will attempt to collect relevant Personal Data of callers on Client’s behalf, which may include first name, last name, postal code, phone number, and/or email address. (d) GolfNow is not responsible to Client for any lost revenues resulting from errors made by CSR’s performing the Answers Service on Client’s behalf. 2. Client Responsibilities. (a) Client will at all times be responsible for providing and maintaining data connectivity at its Golf Course(s) as required to receive the Answers Services. (b) Client will not forward the main phone number(s) of its Golf Course(s) to GolfNow, but shall implement an auto -attendant if all tee time calls are to be handled by the Answers Service. (c) Client will be responsible for any costs and fees associated with implementing call forwarding, except for toll -free charges set forth in Section 1(a) above. (d) The accuracy of tee time pricing or other Golf Course-specific information provided to provided to GolfNow for use in the Answers Service will at all times be the responsibility of Client, regardless of whether GolfNow assists in the data entry. 3. Data Collection. Except as otherwise set forth herein, data collected by CSR’s from callers to a Client -controlled telephone number through the Answers Service, including Personal Data, will be considered Client Data under the Agreement. 4. Trade Times. Client acknowledges and agrees that GolfNow may sell the Trade Time(s) set forth on the relevant Order Form, if applicable, through the Answers Service. All Trade Times reserved through the Answers Service will be noted on Client’s tee sheet as such. Client will not cancel, move or edit a Trade Time reserved through the Answers Service without first contacting GolfNow and Client will not a pply a surcharge to golfers who reserved a Trade Time through the Answers Service. C. GolfNow Payments Merchant Services Agreement for Sub-Merchants. In connection with the Agreement Client has entered into with GolfNow, LLC (“Provider”), WorldPay, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively “Acquirer(s)”) may provide Client (“Sub- merchant”) with certain payment processing services (“Acquirer Services”) in accordance with the terms of this Sub-Merchant Agreement. For the avoidance of doubt, the Acquirer Services are not part of the services provided by Provider under the Agree ment. The term “Service,” as used in this Sub- Merchant Agreement, refers solely to the services provided by Provider under the Agreement. In consideration of Sub-merchant’s receipt of credit or debit card funded payments, and participation in programs affiliated with MasterCard International Inc. (“MasterCard”), VISA U.S.A. Inc. (“VISA”), Discover (“Discover”), and certain similar entities (collective ly, “Associations”), Sub- merchant is required to (i) enter into a direct relationship with an entity that is a member of the Associations and (ii) agree to comply with Operating Regulations (defined below) and Association rules as they pertain to applicable credit and debit card payments. By entering into this Sub-Merchant Agreement, Sub-merchant is fulfilling the Association rule of entering into a direct relationship with a Member of the Associations; however , Acquirers understand that Sub-merchant has contracted with Provider to obtain certain processing services. DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows: 1. Certain Sub-merchant Responsibilities. For the purposes of this Sub-Merchant Agreement, the following terms shall have the meanings set forth below: “Cardholder” shall mean any person authorized to use a Card or the accounts established in connection with a Card. “Cards” shall mean MasterCard, VISA, Discover and Other Network cards, account numbers assigned to a Cardholder or other methods of payment accepted by Processor under this Sub-Merchant Agreement. “Issuer” shall mean financial institution or other entity that issued the Card(s) to the Cardholders. “Other Network” shall mean any network or card association other than VISA, MasterCard, or Discover in which Provider participates hereunder. Sub-merchant agrees to participate, and to cause third parties acting as Sub -merchant’s agent (“Agents”), to participate in the Associations in compliance with, and subject to, the by-laws, operating regulations and/or all other rules, policies and procedures of the Associations (collectively “Operating Regulations”). The Associations make excerpts of their Operating Regulations available online, including via: https://www.mastercard.us/en-us/business/overview/support/rules.html;https://usa.visa.com/support/consumer/visa-rules.html; https://www.americanexpress.com/merchantopguide; https://www.discoverglobalnetwork.com/content/dam/discover/en_us/dgn/pdfs/MIT- Implementation-Guide.pdf. Each applicable Association’s complete Operating Regulations are incorporated by reference into this Sub -Merchant Agreement and will control with respect to any conflict in terms between this Sub-Merchant Agreement and such Operating Regulation. Sub-merchant will not discriminate against Cards or Issuers (e.g., limited acceptance options) except in full compliance with the Operating Regulations, and wil l comply with all Operating Regulations, applicable laws, and regulations related to its business operations, PCI -DSS obligations, the use of an Association’s marks, and each transaction acquired hereunder. Sub-merchant expressly agrees that it will accept Cards and protect, utilize, or restrict transaction data, including the magnetic stripe and CVV2, in accordance with the terms of this Agreement, applicable law or regulation, and the Operating Regulations, and will cooperate with any audit requested by an Association until such audit is completed. In addition to complying with each Association’s obligations or prohibitions related to acceptance, disbursement, or resubmis sion of a transaction, Sub-merchant may not submit any illegal, fraudulent, or unauthorized transaction and shall only submit trans actions for the sale of its own goods or services, and not any other person or company, and may not receive payment on behalf of or, unless authorized by law, redirec t payments to any other party. Sub-merchant covenants that it is not a third-party beneficiary under any agreement with an Association, however, an Association may be a third-party beneficiary of this Agreement, and shall have the rights, but not any obligation, necessary to fully enforce the terms of this Agreement against the Sub-merchant. Sub-merchant authorizes Provider to conduct checks of Sub-merchant’s background, credit, or banking information, as necessary, and agrees that all information obtained under this Agreement may be shared with an Association. Sub -merchant acknowledges and agrees that it is responsible for its employees’ actions, it will notify Provider of any 3rd party that will have access to cardholder data, and it will immedi ately report all instances of a data breach to Provider immediately after it reasonably identifies an incident. Sub-merchant also agrees to comply with all applicable state, federal, and local laws, rules, and regulations (“Laws”). Without l imiting the foregoing, Sub-merchant agrees that it will fully comply with any and all confidentiality and security requirements of the USA Patriot Act (or similar law, rule or regulation), VISA, MasterCard, Discover, and/or Other Networks, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations. For purposes of this section, Agents include, but are not limited to, Sub- merchant’s software providers and/or equipment providers. Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-merchant to cardholders, and is expressly prohibited from processing, factoring, laundering, offering, and/or presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub -merchant, or for any purposes related to any illegal or prohibited activity including but not limited to money-laundering or financing of terrorist activities. Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: (i) the minimum transaction amount does not differentiate between card issuers; (ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand; and (iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a (i) department, agency or instrumentality of the U.S. government; (ii) corporation owned or controlled by the U.S. government; or (iii) Sub- merchant whose primary business is reflected by one of the following MCCs: 7992, 7997, 5812 –public golf course, private golf course or restaurant.; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand. 2. Sub-merchant Prohibitions. Sub-merchant must not (i) require a cardholder to complete a postcard or similar device that includes the cardholder’s account nu mber, card expiration date, signature, or any other card account data in p lain view when mailed, (ii) add any tax to transactions, unless applicable law expressly requires that a Sub-merchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), (iii) request or use a n account number for any purpose other than as payment for its goods or services, (iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub -merchant, (v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service, (vi) submit any transaction receipt for a transaction that was previously charged back to the acquirers and subsequently returned to Sub-merchant, irrespective of cardholder approval, (vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existi ng debt, (viii) accept a card to collect or refinance an existing debit that has been deemed uncollectable by Sub-merchant, or (ix) submit a transaction that represents collection of a dishonored check. Sub -merchant further agrees that, under no circumstance, will Sub -merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction. In addition, Sub-merchant may not submit or knowingly permit any cardholder or other user of the Service to submit any transaction that is illegal or that Sub-merchant should have known is illegal, including but not limited to transactions involving pornography, money laundering, or financing terrorist activities. Sub-merchant agrees to comply with any and all instructions Provider gives Sub-merchant from time to time regarding payment processing provided hereunder. Sub -merchant agrees that Provider may investigate and audit Sub -merchant’s compliance with this Sub- Merchant Agreement from time to time, and Sub-merchant agrees to cooperate fully with Provider in any investigation or audit. Sub -merchant acknowledges and agrees that this paragraph is a material obligation of this Sub -Merchant Agreement. 3. Rates and Settlement. Provider’s current rates for the Provider Services are as set forth on the applicable Order Form between GolfNow and Sub -merchant. Card Present and Card Not Present transactions are as defined/categorized by Provider. For the avoidance of doubt, Sub-merchant shall be fully and solely liable for any and all chargebacks, including any excessive chargebacks. Upon receipt of Sub-merchant’s sales data for card transactions, Acquirer will process Sub-merchant’s sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, Provider will provide funding instructions to Acquirer, and Acquirer will then fund Sub -merchant through Sub-merchant’s designated demand deposit account (“Sub -merchant-Owned Designated Account”) and/or Provider through Provider’s designated demand deposit account (“Provided Designated Account”) as directed. As applicable, Acquirer will debit the Provider Des ignated Account and/or Sub-merchant-Owned Designated Account for funds owed to Acquirer as a result of the Acquirer Services provided hereunder. Further, if a cardholder disputes a transaction, if a transaction is ch arged back for any reason, or if Acquirer or Provider reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant. Provider, in its sole discretion, may change the following at any time for any rea son upon providing Sub-Merchant with thirty (30) days written notice: • The blended rate or any other rates charged for the Acquirer Services • The frequency of settlement • The chargeback fee • The rates for any additional surcharges 4. Term and Termination. Sub-merchant agrees to provide Provider with such information as Provider may request in order to confirm that Sub -merchant is eligible to use the Acquirer Services, and Sub-merchant agrees that all information Sub-merchant provides to Provider for that purpose will be accurate and complete. In addition, Sub-merchant will furnish to Provider from time to time, promptly upon Provider’s request, (i) a list of the current addresses of all Sub-merchant’s offices, (ii) a list of all assumed business names (d/b/a’s) used by Sub-merchant, and (iii) a list of all products and services provided by Sub-merchant. Sub-merchant acknowledges that even though Sub-merchant signs up for the payment processing feature of the Service, Sub-merchant is not guaranteed use of that feature of the Service. The payment processing feature will not be available to Sub -merchant unless and until Provider has confirmed that Sub-merchant is eligible to use the Acquirer Services and this Sub -Merchant has become binding on all parties, as set forth in the paragraph below. If that occurs, the services of Provider and Acquirer described herein will be part of the Service an d will be provided to Sub-merchant subject to and in accordance with the Agreement; provided that, if there is any conflict between the terms of this Sub -Merchant Agreement and the Agreement, then to the extent such terms apply to payment processing, the terms of this Sub -Merchant Agreement shall control. This Sub-Merchant Agreement shall be binding upon Sub-merchant’s execution. The term of this Sub-Merchant Agreement shall begin, and the terms of the Agreement shall be deemed accepted and binding upon Acquirers and Provider, on the date Acquirers accept this Ag reement by issuing a merchant identification number, and shall terminate when Provider’s Agreement with Sub-merchant terminates. Notwithstanding the foregoing, Acquirers may immediately cease providing Acquirer Services and/or terminate this Sub -Merchant Agreement without notice if (i) Sub-merchant or Provider fails to pay any amount to Acquirers when due, (ii) in Acquirers’ opinion, provision of a service to Sub-merchant or Provider may be a violation of the Operating Regulations, or any applicable state, federal, or local laws, rules, and regulations (“Laws”), (iii) Acquirers believes that Sub -merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer’s agreement with Provider terminates, or (v) Acquirers or Providers are required to do so by any of the Associations. Further, Provider may terminate this Sub-Merchant Agreement at any time, in Provider’s sole discretion, without prior notice to Sub -merchant. If this Sub-Merchant Agreement is terminated by any party hereto, the provisions of section 3 above will continue to apply until Sub-merchant has paid all amounts owed to Acquirer and/or Provider in respect of the Acquirer Service provided by Provider prior to terminatio n. 5. Indemnification and Limits of Liability. Sub-merchant agrees to provide Acquirers, via a communication with Provider, with written notice, specifically detailing any alleged b reach by Acquirer of this Sub-Merchant Agreement, within thirty (30) days of the date on which the alleged failure or error first occurred; failure to so provide DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 NBCUniversal:7587996v1 notice shall be deemed an acceptance by Sub -merchant and a waiver of any and all rights to dispute such failure or error. Acquirers shall bear no liability and have no obligations to correct any errors resulting from S ub- merchant’s failure to comply with the duties and obligations of the preceding sentence. Sub-merchant shall indemnify and hold harmless Acquirers, and their directors, officers, employees, affiliates, and agents from a nd against all proceedings, claims, demands, losses, liabilities, damages and expenses resulting from or otherwise arising out of (i) the Acquirer Services in this Sub-Merchant Agreement, (ii) Sub-merchant’s or Sub-merchant’s employees and agents acts or omissions in connection with the Ac quirer Services provided pursuant to this Sub-Merchant Agreement, (iii) any infiltration, hack, breach, or violation of the processing system resulting from, arising out of, or in any way related to Sub -merchant’s ability to use of the Acquirer Services provided herein including but not limited to Sub-merchant’s use of an Agent or any other third party processor or system or (iv) any issue between Sub -merchant and Provider. This indemnification shall survive the termination of the Sub -Merchant Agreement. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirers arising out of or in any way related to the transactions contemplated herein shall be termination of this Sub-Merchant Agreement. In the event that Sub-merchant has any claim arising in connection with the Acquirer Services, rights, and/or obligations defined in this Sub - Merchant Agreement, Sub-merchant shall proceed against Provider and not against Acquirers, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirers have any liability to Sub-merchant with respect to this Sub-Merchant Agreement or the Acquirer Services. Sub-merchant acknowledges Acquirers are only providing this Sub-Merchant Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirers are not liable for any action or failure to act by Provider, and that Acquirers shall have no liabil ity whatsoever in connection with any products or services provided to Sub -merchant by Provider. 6. Special MasterCard Terms. As used in this Section 7: (i) “Corporation” means MasterCard International Incorporated, Maestro International Inc., and the ir subsidiaries and affiliates; (ii) “Interchange System” means the computer hardware and software operated by and on behalf of the Corporation for the routing, processing, and settlement of transactions; (iii) “Marks” means the names, logos, trade names, logotypes, trademarks, service marks, trade designations, and other designations, s ymbols, and marks that the Corporation owns, manages, licenses, or otherwise controls and makes available for use by authorized entities in accordance with the Standards, and “Mark” means any one of the Marks; and (iv) “S tandards” means the Amended and Restated Certificate of Incorporation and the bylaws, operating rules, regulations, policies, and procedures of the Corporation, including but not limited to any manuals, guides or bulletins, as may be amended from time to time. Sub-merchant acknowledges and agrees: (i) Sub-merchant will comply at all times with all applicable Standards, as amended from time to time; (ii) the Corporation is the sole and exclusive owner of the Marks, and Sub-merchant will not contest the ownership of the Marks for any reason; (iii) the Corporation may at any time, immediately and without advance notice, prohibit the Sub -merchant from using any of the Marks for any reason; and (iv) the Corporation has the right to enforce any provision of the Standards and to prohibit the Sub -merchant and/or Provider from engaging in any conduct the Corporation deems could injure or could create a risk of injury to the Corporation, including inj ury to reputation, or that could adversely affect the integrity of the Interchange System, the Corporation’s “confidential information” (as defined in the Standards), or both; and Sub-merchant will not take any action that could interfere with or prevent the exercise of this right by the Corporation. Sub-merchant agrees that Provider may require any changes to Sub-merchant’s website or otherwise that Provider deems necessary or appropriate to ensure that Sub-merchant remains in compliance with the Standards governing the use of the Marks. In addition to the termination provisions set forth in Section 4, this Sub-Merchant Agreement will automatically and immediately terminate if the Corporation de-registers Provider or if an Acquirer ceases to be approved by the Corporation for any reason or if such Acquirer fails to hav e a valid license with the Corporation to use any Mark accepted by Sub-merchant. Further, Provider, at its discretion or at the direction of an Acquirer or the Corporation, may terminate the Sub-Merchant Agreement immediately for activity deemed to be fraudulent or otherwise wrongful by Provider, an Acquirer, or the Corporation. In the event of any conflict or inconsistency between any provision of this Sub-Merchant Agreement and the Standards, the Standards will govern as to any transaction involving the Corporation or its cards. 7. Miscellaneous. This Sub-Merchant Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio for Acquirer and its Member Bank, and Florida for Provider, without regard to conflicts of law provisions. This Sub-Merchant Agreement may not be assigned by Sub-merchant without the prior written consent of both Acquirers and Provider. This Sub -Merchant Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, t ransferees and assignees. Acquirers and/or Provider may amend this Sub -Merchant Agreement upon notice to Sub-merchant. If any provision of this Sub-Merchant Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Sub -Merchant Agreement will be construed as if such provision is not contained in the Sub-Merchant Agreement. “Member Bank” as used in this Sub-Merchant Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Sub -Merchant Agreement. As of the commencement of this Sub-Merchant Agreement, Member Banks shall be Fifth Third Bank, an Ohio Banking Corporation, located at 38 Fountain Square Plaza, Cincinnati, OH 45263. The Member Banks are party to this Sub -Merchant Agreement. The Member Banks may be changed, and their rights and obligations assigned to another party by Acquirers at any time without notice to Sub-merchant. DocuSign Envelope ID: E193E9B0-927D-413E-B4FD-0570E991C225 Signature: Email: Signature: Email: Signature: Email: Signature: Email: tduckworth@kentwa.gov lsmith@kentwa.gov mcarrington@kentwa.gov Melissa McCormick (Jan 13, 2023 16:45 PST) Melissa McCormick cityclerk@kentwa.gov 2023-2026_GolfNow-SaaS Platform_bundle v2 (002) Final Audit Report 2023-01-14 Created:2023-01-13 By:Ronald Lashley (rlashley@kentwa.gov) Status:Signed Transaction ID:CBJCHBCAABAAgzEUDlPVJATtYt8LoFMlNyv4DN76JrLC "2023-2026_GolfNow-SaaS Platform_bundle v2 (002)" History Document created by Ronald Lashley (rlashley@kentwa.gov) 2023-01-13 - 4:52:19 PM GMT- IP address: 146.129.252.126 Document emailed to Tara Duckworth (tduckworth@kentwa.gov) for signature 2023-01-13 - 4:58:06 PM GMT Email viewed by Tara Duckworth (tduckworth@kentwa.gov) 2023-01-13 - 5:14:59 PM GMT- IP address: 146.129.252.126 Document e-signed by Tara Duckworth (tduckworth@kentwa.gov) Signature Date: 2023-01-13 - 6:44:17 PM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to Julie Parascondola (jparascondola@kentwa.gov) for signature 2023-01-13 - 6:44:19 PM GMT Email viewed by Julie Parascondola (jparascondola@kentwa.gov) 2023-01-13 - 7:28:05 PM GMT- IP address: 146.129.252.126 Document e-signed by Julie Parascondola (jparascondola@kentwa.gov) Signature Date: 2023-01-13 - 7:29:42 PM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to lsmith@kentwa.gov for signature 2023-01-13 - 7:29:44 PM GMT Email viewed by lsmith@kentwa.gov 2023-01-13 - 9:20:57 PM GMT- IP address: 104.47.65.254 Signer lsmith@kentwa.gov entered name at signing as Lynnette Smith 2023-01-13 - 9:24:26 PM GMT- IP address: 146.129.252.126 Document e-signed by Lynnette Smith (lsmith@kentwa.gov) Signature Date: 2023-01-13 - 9:24:28 PM GMT - Time Source: server- IP address: 146.129.252.126- Initials captured from device with phone number XXXXXXX3373 Document emailed to Mike Carrington (mcarrington@kentwa.gov) for signature 2023-01-13 - 9:24:30 PM GMT Email viewed by Mike Carrington (mcarrington@kentwa.gov) 2023-01-13 - 9:25:11 PM GMT- IP address: 146.129.252.126 Document e-signed by Mike Carrington (mcarrington@kentwa.gov) Signature Date: 2023-01-13 - 9:26:26 PM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to cityclerk@kentwa.gov for signature 2023-01-13 - 9:26:28 PM GMT Email viewed by cityclerk@kentwa.gov 2023-01-14 - 0:33:16 AM GMT- IP address: 146.129.252.126 Signer cityclerk@kentwa.gov entered name at signing as Melissa McCormick 2023-01-14 - 0:45:09 AM GMT- IP address: 146.129.252.126 Document e-signed by Melissa McCormick (cityclerk@kentwa.gov) Signature Date: 2023-01-14 - 0:45:11 AM GMT - Time Source: server- IP address: 146.129.252.126 Agreement completed. 2023-01-14 - 0:45:11 AM GMT