Updated: January 29th, 2026

Sagacity Standard Terms and Conditions for Products and Services

These Standard Terms and Conditions (the “Terms”) and any applicable Additional Terms shall apply to Your business relationship with Sagacity Golf Technologies, Inc. (“Sagacity”) and any subsidiary or affiliate of Sagacity. Your role as the Client is crucial in these Terms, as any reference to You shall mean the legal entity listed as “Client” on the relevant Order Form or other similar sales agreement, including applicable addenda (collectively as the “Agreement”) between Sagacity and You. The Agreement shall constitute a legally binding agreement by and between Client and Sagacity, and Client accepts and agrees to the terms by (1) clicking a box indicating acceptance or (2) executing an Order Form or other agreement that references these Terms. In its sole discretion, Sagacity may modify or update these Terms from time to time, effective upon posting an updated version on the Sagacity website. Client is responsible for regularly reviewing the Terms for such updates, and continued use of the Sagacity 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 Sagacity products and services shall always be governed by the then-current Terms, including if Sagacity allows Client to access and/or use any portion of the Sagacity Services following the termination date.

  1. Term and Termination: The service begins on the earlier of (i) the Order Form Start Date or (ii) the Go-Live Date and will continue for the initial term specified in the Order Form (the “Initial Term”). After the Initial Term, it will automatically renew for one-year periods (“Renewal Term(s)”). The Renewal Term will be subject to the latest Terms, and any previous special terms or promotions will no longer apply unless stated otherwise. Either party may terminate the Order Form by providing at least 30 days’ written notice before the end of the current term. The Client agrees to review the Terms for updates before each Renewal Term, and entering a Renewal Term indicates consent to the updated terms.
  2. Sagacity Services. Sagacity will provide the Products and Services outlined in the Order Form, including Software, Web Booking Engines, Mobile Apps, Benchmark, and Sagacity AI (web and voice automation for booking, customer service, and course information) Sagacity AI is delivered via a web widget installed on Client’s website and/or a voice agent; it is not embedded inside Client’s mobile app unless explicitly stated in the Order Form. Sagacity may distribute the Client’s tee times through its branded websites, mobile apps (including dailydeals.golf and the Yards App), partner sites, and other channels (“Sagacity Distribution Channels”). Sagacity will apply the latest version of its Services to manage and market the Client’s tee times and to respond to customer inquiries. The Services, including AI interactions, will follow the Client’s published rates, rules, and availability, and may escalate interactions to Client staff when needed. The Client consents to call recording and transcription for AI interactions and will provide any required notices under the law. Sagacity will notify the Client of material updates and provide necessary training. The Client will grant Sagacity access to all internal and third-party systems required to deliver the Services.
  3. Sagacity Software. Sagacity grants the Client a limited, non-exclusive, non-transferable license to use the software specified in the Order Form (“Software”). Any enhancements, updates, including bug fixes and documentation, provided to all subscribing customers will be made available to the Client at no additional charge. Updates include improvements to automation logic, and related configurations delivered as part of the Services. However, new applications, modules, or enhancements not generally offered with the purchased software will require renegotiation. Sagacity reserves the right to mandate necessary software upgrades, which the Client must adopt, at no extra cost unless otherwise agreed. By using the Software, the Client accepts it “as is,” and Sagacity is not obligated to develop customizations. This Agreement covers all updates, upgrades, and new modules provided as part of the purchased Services. Sagacity will provide access credentials to a reasonable number of authorized Client Users (employees, representatives, contractors, etc.). The Client acknowledges that all third-party vendors must have a written agreement with Sagacity to interface with the Software, including AI integrations. If the Client provides its own hardware, it must meet or exceed Sagacity’s technical specifications for compatibility with the Software.
  4. Support and Training. Sagacity shall provide the Client with appropriate levels of training (including access to remote training and online resources). Additional in-person training may be provided for an additional fee. Telephone and email support shall be provided to the Client during regular business hours through Sagacity’s published phone numbers and email addresses. For AI-enabled Services, Sagacity will provide reasonable configuration support, performance monitoring, and assistance with escalation workflows.
  5. Connectivity. Except as otherwise stated herein, Client will be solely responsible for the procurement, payment, and maintenance of all telephone and internet connectivity necessary to utilize the applicable Hardware or Services, including connectivity required for AI voice interactions. Client agrees that such connectivity will meet or exceed bandwidth requirements as may be provided by Sagacity, and Sagacity shall not be responsible for any disruptions in Client’s use of the Hardware or Services caused by Client’s connectivity.
  6. Onboarding Validation Requirements. We have specific requirements for various products, from high-resolution images to accurate historical data. Your cooperation is imperative to achieving sufficient results to provide the Client with the Benchmark product and any products that rely on its data. Without cooperation, products may not be delivered on time or at all.
  7. Ongoing Operational Requirements. The ongoing requirements to service the products vary depending on the software system the Client uses. We will outline the requirements for your software setup and require ongoing cooperation to provide you with accurate information. We will work to address needs across the various software platforms; however, when we need your direct assistance, we expect a timely response.
  8. The Margin of Error. Accurate historical data enables us to deliver products and data to you within a 3% margin of error.
  9. Fees and Pricing; Payments. The Client agrees to pay Sagacity the “Total Payment” specified in the Order Form. This payment, whether in cash or One Player Deposit (OPD), is a critical part of the Agreement. If the Client fails to meet payment obligations or breaches the Agreement (“Non-Compliance Event”), the following fees apply:
    1. For OPD Payments: $500 per Product/Service, per Golf Course, per month, until the Non-Compliance Event is resolved or the Term ends, whichever comes first.
    2. For Cash Payments: The Client will be invoiced for the remaining cash price of the Products/Services for the Term, with payment due within 30 days.
      1. If the Golf Course operates on a seasonal basis, the monthly subscription fee (as specified in the applicable Order Form) shall apply only during the months the Golf Course is open for play. For the opening and closing months of the season, Sagacity will prorate the monthly fee based on the Client-provided opening and closing dates. No monthly fees shall be charged during off-season months when the Golf Course is closed for play.
  10. Suspension; Non-Compliance; Price Increases. Sagacity may suspend, deactivate, or limit access to any Products/Services if Client fails to pay amounts when due. Any invoice that remains unpaid for more than one hundred twenty (120) days shall constitute a Non-Compliance Event. Upon a Non-Compliance Event, Sagacity may terminate the Agreement and disconnect the Products/Services, and the fees and remedies set forth in Section 9 shall apply. Unless otherwise specified in the applicable Order Form, Cash Payment pricing for Sagacity’s Products/Services may increase annually by the greater of five percent (5%) or the Consumer Price Index (CPI) increase, upon sixty (60) days’ prior written notice.
  11. Variable Payments: Clients pay Forecaddie fees as a 10% commission on Total Ups. Total Ups are calculated as the number of players multiplied by the Adjusted Amount. The Adjusted Amount is determined by the difference between the Adjusted Price and the Base Price of a booked tee time.
  12. One Player Deposit (OPD) Definitions
    1. A One-Player Deposit (OPD) is collected online when a customer makes a reservation via Sagacity Products/Services.
    2. The green fee for one (1) player is collected during the online reservation process, regardless of the size of the group reservation.
    3. Sagacity retains the monies collected via OPD. The golfer paying via OPD shall be deemed to have paid 100% of the fees associated with the round of golf; no additional fees related to booking their tee time shall be charged by the golf course for that round of golf upon check-in.
    4. Sagacity shall collect up to the number of rounds listed in the Order Form each month the golf course is open for play.
    5. Sagacity shall use its best efforts to evenly distribute OPD collections across the weeks of each month.
  13. Acceptable Use. Client shall use the Services in accordance with the Documentation and this Agreement to operate its business, and not for further resale or distribution. Client shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party (other than Users and Client End Users as expressly authorized by this Agreement); (ii) use the Services to collect, transmit or process (a) infringing, offensive, obscene, threatening, 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 programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (c) use Sagacity AI to generate misleading, fraudulent, or impersonated communications, including representing automated responses as originating from a specific individual without disclosure; (iii) interfere with or disrupt the integrity or performance of the Services or any of Sagacity’s and/or its licensors’ proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, Documentation, training materials, templates, and other tangible or intangible technical material or information and any components thereof used by Sagacity or its third-party licensors and providers to provide the Services (referred to herein as “Sagacity Technology”); or (iv) attempt to gain unauthorized access to the Sagacity 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 Sagacity Technology; (vi) access the Software or Sagacity 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 Sagacity Technology or any part thereof or otherwise attempt to discover any source code, training data, prompts, or model logic, or modify the Services or Sagacity Technology. Client shall: (i) notify Sagacity 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) report to Sagacity 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 impersonate another User or provide false identity information to gain access to or use the Services. Client shall not use automated tools to extract or reproduce outputs from Sagacity AI for the purpose of training external models or creating a competing service. Client is responsible for all its Users’ compliance with this Agreement, for charges incurred by its Users under Client’s account, and for using commercially reasonable efforts to ensure that its Users maintain the confidentiality of their passwords and usernames. Certain editions of the Services offer integration capabilities via an application programming interface (API). The number of API calls Client can make per account at no additional charge is limited (excluding calls from Sagacity End User and Sagacity-certified applications) to an aggregate maximum of two hundred thousand (200,000) calls/day/account. Calls to the API that exceed the daily maximums described in the preceding sentence may incur additional charges.
  14. End Users; Privacy Policies and Terms of Use. End users of the Services shall be either: (1) Sagacity account holders who interact with Client via their Sagacity account (“Sagacity Account User(s)”; e.g., Golfer who uses their Sagacity account to reserve a tee time through a Sagacity Booking Engine on Client’s website, or a Sagacity provided Mobile App); or (2) any other individual or company who interacts with the Services for purposes of conducting business with Client (“Client End User(s)”) (collectively, “End User(s)”). Interactions with Sagacity AI, including voice and chat sessions, constitute use of the Services by End Users and may involve the collection and processing of personal information subject to the applicable privacy policies. Client acknowledges and agrees that Client shall be solely responsible 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; such policy and terms shall address the use of AI-enabled interactions where required by law; (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 Sagacity; (ii) purport to bind Sagacity 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 Sagacity. Notwithstanding the foregoing, Sagacity shall be entitled to make its privacy policy and terms of use available to Sagacity Account Users on the Services. Client shall not take any actions that would diminish the accessibility of such policy or terms.
  15. 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 applicable, 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 precisely 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 platform 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 similar terms mean using, accessing, storing, securing, sharing, disclosing, altering, destroying, and deleting Personal Data, as well as other actions as outlined in the applicable Privacy Laws. (ii) “Client Data” means 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 (e.g., name, address, phone number, email address, payment card information, purchases, or preferences) (“Client Personal Data”), and also includes content generated through interactions with Sagacity AI such as chat messages, voice recordings, and transcripts to the extent such content contains Personal Data, and for purposes of applicable Privacy Laws Sagacity acts as a service provider and processor with respect to Client Personal Data and will Process Client Personal Data solely to provide the Services on Client’s behalf, for Client’s business purposes, Sagacity’s operational purposes permitted under applicable law, and other purposes disclosed to Client, and for no other purpose, and Sagacity will not sell Client Personal Data or share it for cross-context behavioral advertising or any other commercial purpose not authorized by this Agreement, and Sagacity shall not be responsible for any deletion, loss, corruption, or failure to store Client Data that is caused by Client, its Users, or Client End Users, and Client authorizes Sagacity to create de-identified or aggregated information from Client Personal Data to improve automation performance, analytics, and service functionality provided such information cannot reasonably identify Client or any individual (“Aggregated Data”), and Sagacity may use and disclose Aggregated Data for its lawful business purposes during and after the Term, and Client retains all right, title, and ownership in Client Data, and Aggregated Data shall not be deemed Client Data or Client Personal Data. (iii) Sagacity Account Data and Shared Data. Sagacity shall own the rights to all Personal Data collected by Sagacity directly from Sagacity Account Users on Sagacity-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 giveaways, information about other golfers, and other profile information (collectively, “Sagacity Account Data”). Sagacity Account Data may include information generated from Sagacity AI interactions initiated by Sagacity Account Users. When applicable, Sagacity shall provide Client with the portions of Sagacity Account Data necessary to enable Sagacity Account Users to interact with Client through the Services and for Client to fulfill certain golfer transactions made through the Services (e.g., golfer name, phone number, and tee time for Sagacity.com bookings App bookings; golfer name and mailing address for giveaway product orders; and golfer contact information to set up a profile for future bookings through Sagacity Booking Engines or App). Except as otherwise provided in this Agreement, Sagacity and Client, with respect to the portion of the Sagacity Account Data that Client may receive from Sagacity, each Client and Sagacity 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 Applicable Laws, including but not limited to CAN-SPAM, CIPA, TCPA, Telemarketing Sales Rule, CCPA, and/or any other similar Privacy Laws concerning (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 Services, 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 Sagacity 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.

  16. Data Security. The Payment Card Industry Data Security Standards (“PCI Standards”) have established industry standards for protecting customer information. For purposes of this Section, Client Personal Data includes data generated through AI interactions, such as voice recordings, transcripts, and chat content containing Personal Data. Sagacity and Client both represent and warrant that they will comply with PCI Standards during the entire Term of this Agreement and thereafter concerning customer Personal Data accumulated during the Term and further agree to adhere to all other applicable standards, laws, rules, and regulations for the protection of customer Personal Data to which they have access during the entire Term of this Agreement. Sagacity agrees to use systems, tools, and security measures, and to take commercially reasonable steps to ensure that Client Personal Data hosted by Sagacity is not accessed, redistributed, duplicated, or modified. Sagacity shall be free to grant certain required access levels to contracted third-party vendors who need access to such data to provide the Services. Sagacity will not be responsible for, or liable for, any Client’s inability to maintain PCI compliance or any consequences of that lack of standard.
  17. Booking Engine, Daily Deal Widget and Mobile App. If Sagacity provides Client with a Booking Engine, Daily Deals Widget or Mobile App as part of the Services, Client acknowledges and agrees that Client, and not Sagacity, 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 and/or published to the Booking Engine, Daily Deals Widget or Mobile App by Client directly or provided to Sagacity for upload and/or publishing on Client’s behalf; (ii) any and all additions, deletions, edits, or changes made to the Booking Engine, Daily Deals Widget or Mobile App by Client directly or by Sagacity at Client’s direction; (iii) the accessibility 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 Booking Engine, Daily Deals Widget or Mobile App by Client directly or by Sagacity at Client’s direction; (iv) any and all representations made to End Users by Client through the Booking Engine, Daily Deals Widget or Mobile App; (v) any and all communications between Client and End Users made or initiated through the Booking Engine, Daily Deals Widget or Mobile App; (vi) any and all products/services of Client offered or advertised through the Booking Engine, Daily Deals Widget or Mobile App; and (vii) any and all third-party software or services utilized by Client relating to the Booking Engine, Daily Deals Widget or Mobile App not provided by Sagacity. Under Section 14 above, Client, and not Sagacity, shall be responsible for providing the privacy policy and terms of use for Client’s Website(s), which shall be separate and distinct from Sagacity’s privacy policy and terms of use applicable to the Booking Engine, Daily Deals Widget and Mobile App and Sagacity Account Users. Client acknowledges and agrees that the Booking Engine, Daily Deals Widget and Mobile App are part of the Services licensed to Client for the Term of the Agreement and that upon termination of the Agreement, the Booking Engine, Daily Deals Widget and Mobile App, and any other services relating to the Booking Engine, Daily Deals Widget and Mobile App provided by Sagacity, will be immediately taken down and/or turned off, along with Client’s access to the Booking Engine, Daily Deals Widget and Mobile App and any related services. Unless agreed upon otherwise, all content created by Sagacity for the Booking Engine, Daily Deals Widget and Mobile App shall remain the property of Sagacity and may not be used by Client following the termination of this Agreement. Client is solely responsible for creating copies or backups of all Client-owned content or data from the Booking Engine, Daily Deals Widget and Mobile App before termination, and in no event shall Sagacity be responsible for the loss of any of Client’s data following the termination of this Agreement. For purposes of this Section, “Client” shall include any Users, employees, vendors, agents, and other Client personnel. Sagacity reserves the right to generate revenue from Daily Deals transaction fees and Mobile App activities such as advertisements, Sagacity-produced Yards Giveaway sponsorships, sales of products and services, and other similar activities.
  18. Intellectual Property.(i) Client Intellectual Property Rights. Client hereby grants Sagacity 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, branding, images, and video (the “Client Materials”), as may be necessary for Sagacity to (i) provide adequate 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 rights, titles, and interests, including all related intellectual property rights, in and to the Client Materials. Client represents and warrants that any Client Materials provided to Sagacity and/or, if applicable, uploaded to Client’s App 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) Sagacity Intellectual Property Rights. Sagacity and its licensors retain all rights, titles, and interests, including all related intellectual property rights, in and to the Sagacity 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 Sagacity Products, Services, Software, or Technology. Any Sagacity-related names, logos, and the product or service names associated with the Services are trademarks of Sagacity 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, express written consent of Sagacity. Sagacity shall be free to use or incorporate and permit its third-party licensors to use or incorporate into the Sagacity Technology and/or Services any suggestions, enhancement requests, recommendations, or other feedback provided by Client and End Users relating to the Sagacity Services and all such recommendations shall be free from any confidentiality restrictions that might otherwise be imposed upon Sagacity hereunder, all of which once incorporated shall be the sole and exclusive property of Sagacity and its licensors.
  19. 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, specifications, research, software (in the case of Sagacity, including but not limited to, the Sagacity Technology, flow of screens, Documentation, prompts, training methods, and system outputs not specific to Client Data), trade secrets, designs, drawings, flow charts, data, computer programs, marketing plans, budget figures, and other financial and business information 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 than in performing its obligations under this Agreement. The Receiving Party shall use reasonable care (and in no event less than the same degree of care it uses to protect its confidential information of a similar nature) to protect the Disclosing Party’s Confidential Information and to prevent any unauthorized access, use or disclosure thereof. The Receiving Party shall not disclose Confidential Information to any third party other than its employees, contractors, or agents who need to know such information and are subject to confidentiality obligations at least as restrictive as those set forth herein. The Receiving Party shall not copy or reproduce any of the Disclosing Party’s Confidential Information except as reasonably necessary to perform its obligations hereunder and all such copies are subject to the terms and conditions hereof. The Receiving Party shall return all Confidential Information of the Disclosing Party when no longer needed for the purpose permitted under this Agreement, except as required to comply with applicable legal and accounting record-keeping requirements, which information will remain subject to this Section 16 for as long as it remains in the possession of the Receiving Party. (iii) Exclusions. Confidential Information does not include any information that: (a) is or becomes generally known to the public through no breach of this Agreement or other wrongful act by the Receiving Party; (b) was in the Receiving Party’s possession prior to the time it was received from the Disclosing Party, as demonstrated by written records of the Receiving Party existing at the time of disclosure, and was not acquired directly or indirectly from the Disclosing Party; (c) is rightfully received from a third party who did not acquire or disclose such information by a wrongful act; (d) is developed independently by the Receiving Party without the use of Confidential Information; or (e) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party. (iv) Legally Required Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with applicable law or court order, provided that: (a) if permitted by applicable law, the Receiving Party gives the Disclosing Party reasonable prior notice to allow the Disclosing Party to seek protective or other court orders; and (b) such disclosure is made only to the extent required by applicable law or court order. (v) Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 17, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies are inadequate.
  20. 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 Sagacity that any intellectual property provided to Sagacity by Client (including, without limitation, any photographs, drawings, or works of art) does not violate the rights of any third party. Sagacity will provide the Services in a professional, workmanlike manner and free from any unreasonable defects. Sagacity will use all reasonable means to fix any defect in the Services that may arise. Sagacity will provide Client with training on how to use the Services and support as needed. Notwithstanding the foregoing, if 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. Sagacity is not responsible for any damages or remedies concerning Client’s content and/or use of such software or services. Sagacity shall notify Client before 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. AI DISCLAIMER. Client acknowledges that Sagacity AI provides automated responses based on available data and that such responses may not be complete, accurate, or suitable for every situation. Sagacity does not warrant that AI-generated outputs will be error-free, meet specific performance results, or replace independent judgment by Client staff. Client remains responsible for reviewing pricing, policies, and representations presented to End Users through AI interactions. EXCEPT AS EXPRESSLY OUTLINED IN THIS AGREEMENT, NEITHER SAGACITY NOR ITS PROVIDERS MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SAGACITY SERVICES, SOFTWARE, OR TECHNOLOGY. EXCEPT AS EXPRESSLY OUTLINED IN THIS AGREEMENT, NEITHER SAGACITY NOR ITS PROVIDERS REPRESENT OR WARRANT THAT (A) THE USE OF THE SAGACITY SOFTWARE, SERVICES OR TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SAGACITY SOFTWARE, SERVICES, OR TECHNOLOGY WILL MEET CLIENT’S OR END USERS’ REQUIREMENTS OR EXPECTATIONS, OR (C) THE SAGACITY SOFTWARE, SERVICES, OR TECHNOLOGY THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, SO LONG AS SAGACITY HAS TAKEN REASONABLE STEPS TO SAFEGUARD AGAINST SUCH VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SAGACITY SOFTWARE, SERVICES, AND TECHNOLOGY ARE PROVIDED TO CLIENTS 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 SAGACITY AND ITS PROVIDERS. Concerning malfunctioning Software, SAGACITY’S entire liability and Client’s exclusive remedy shall be the repair/replacement of the software.
  21. 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 SAGACITY’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, CONCERNING ANY SINGLE INCIDENT, THE AMOUNT PAID BY CLIENT HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. This limitation applies to claims arising from or relating to Sagacity AI, including AI-generated responses or interactions. THE FOREGOING SHALL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE TOTAL PAYMENT SECTION OF THE ORDER FORM.
  22. Indemnification
    1. By Client. Client shall indemnify, defend, and hold harmless Sagacity Golf Technologies, Inc. and its parents, affiliates, officers, directors, employees, contractors, vendors, agents, and representatives, (collectively, the “Sagacity Indemnified Parties”), from any and all claims, demands, actions, suits, investigations, proceedings, damages, losses and liabilities, including reasonable attorney’s fees and expenses (collectively, “Losses”) as incurred, arising from or related to any third-party claim (a) that any materials provided to Sagacity by Client, or utilized by Client in its use of the Sagacity Services infringe, misappropriate, or otherwise violate or conflict with applicable law or any 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, representations, 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 between 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 such claim; (iv) any negligence or willful misconduct of Client or Client’s employees, vendors, agents or other personnel; (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 Sagacity’s negligence; and (vi) any third-party claim arising from or relating to Sagacity AI interactions that rely on information, pricing, policies, or content supplied, approved, or maintained by Client.
    2. By Sagacity. Sagacity 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 Sagacity, or any contractors hired or engaged by Sagacity, in connection with the performance of Sagacity’s obligations under this Agreement, including claims arising from Sagacity AI to the extent caused by Sagacity’s platform design, negligence, or failure to perform the Services as agreed. Sagacity 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 Sagacity’s obligations according to this Agreement, except those actions or liabilities which are due to the misconduct or negligence of Client.
  23. This Agreement shall be governed, interpreted, and construed under the laws of the United States and the State of Arizona 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 Dispute arising out of this Agreement that the Parties cannot resolve shall be governed exclusively by binding arbitration initiated and conducted by the Commercial Arbitration Rules of the American Arbitration Association, conducted in the Phoenix, Arizona, metropolitan area. The arbitrator shall have the power to award reasonable attorneys’ fees and costs to the prevailing Party in any arbitration, and either Party shall have the right to take appropriate action to enforce any arbitration award in any court having jurisdiction over the applicable Party.
  24. Binding Nature; Assignment. This Agreement shall be binding upon Sagacity 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, conditioned, or delayed. Notwithstanding the foregoing, without Client’s consent, Sagacity may assign all or part of its rights and obligations under this Agreement to (i) any of its divisions, affiliates, or subsidiaries; (ii) its parent company; or (iii) any of its parent company’s divisions, affiliates, or subsidiaries. The 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 transfer in violation of this Section shall be void and of no force or effect. Any subcontractors retained by Sagacity to perform certain obligations hereunder shall be bound by these obligations, and their actions are governed by this Agreement as if Sagacity itself were performing such obligations.
  25. Export Control. Client and Sagacity agree to comply with all applicable export and re-export laws and regulations concerning Client’s use of the Services. Sagacity makes no representation that the Software or Services is appropriate, will comply with applicable laws, or is available for use in locations other than the United States of America.
  26. Taxes. Client represents and warrants that it will be responsible for paying all taxes it may incur in connection with the performance of this Agreement or use of Sagacity Services. Client will indemnify, defend, and hold Sagacity harmless from any liability incurred by Sagacity in connection with Client’s failure to comply with this Taxes provision. (i) Sale of Tee Times or Other Items to End Users: Concerning the sale by Client of tee times or other taxable items directly to an End User through or in connection with services provided by Sagacity 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. Sagacity will collect and remit all applicable taxes relating to consideration paid directly to it by End Users. (ii)OPD or Cash Purchase of Sagacity Services by Client: The license by Client of some or all of Sagacity Services (including software) under this contract may be subject to sales or use tax in the state(s) in which Client operates. Sagacity recognizes that the value to Client of its Services, including software solutions provided under this contract, lies principally in providing access to and effective execution within the market created by Sagacity. Client and Sagacity agree that the consideration due from Client to Sagacity under this contract that applies to software equals the lesser of twenty percent (20%) of the total remuneration collected by Sagacity from End Users for OPD (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 imposes a tax on the software license provided through this contract, the tax will be computed on The Allocation and payable by Client to Sagacity for remittance to the appropriate tax authority.
  27. Survival. Sections 1, 13–16, 18–22, 24–26, and 28–29 shall survive notwithstanding the expiration or termination of this Agreement.
  28. Miscellaneous. This Agreement shall constitute the entire understanding of the Parties concerning the subject matter hereof and supersedes all prior understandings and agreements, written or oral, between Client and Sagacity. Additionally, this Agreement shall terminate and supersede all prior Order Form(s) entered into between Client and Sagacity regarding the Golf Course(s) and Products/Services listed herein. To avoid doubt, this Agreement shall not terminate and/or supersede any non-Order Form agreements between Client and Sagacity or any prior Order Form(s) or other agreement(s) between Client and Sagacity relating to golf courses not listed in this Agreement. The Parties acknowledge and represent that they have read and fully understood all the terms and conditions outlined in this Agreement. The Parties further acknowledge and represent that they enter into this Agreement freely, knowingly, and without coercion based on their judgment and investigation of this matter and not in reliance upon any representations or promises made by any Party, its attorneys, or its agents. The Parties acknowledge and agree that Sagacity is an independent contractor, not an employee, agent, joint venturer, or partner of Client or its affiliates. Nothing in this Agreement shall be interpreted or construed as creating or establishing a joint venture, partnership, employment, or agency relationship among any of the Parties because of 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 an electronic exchange of signatures (e.g., PDF and DocuSign) sufficient to bind the Parties. Notices of either Party as required herein shall be sent to the addresses provided in the Order Form.
  29. General Provisions. (i) Compliance with Law. Client shall comply with all applicable laws and governmental regulations, including all laws and governmental regulations concerning anti-bribery, anti-corruption, anti-kickback, and anti-money laundering; all data protection and privacy laws and governmental regulations; all export laws and regulations; and all consumer protection laws and regulations, including those applicable to sweepstakes, contests, lotteries, and other prize-based activities and laws governing automated or AI-enabled consumer communications. Client shall not offer any payment, gift, or other thing of value to any government official or employee to influence any action or decision of the government official or employee, to obtain or retain business, or to secure an unfair advantage. (ii) Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party, except to a successor by merger or acquisition of substantially all of such Party’s assets or to any person or entity who acquires a majority of the voting stock of such Party (or, if the assigning Party is a partnership, the general partner of such partnership) or to any affiliate of such Party, provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement. (iii) Governing Law; Venue. This Agreement shall be governed by and construed following the laws of the State of Arizona, without regard to its conflict of laws provisions. Any dispute arising out of or related to this Agreement, including without limitation any action to enforce this Agreement or to obtain any remedy available at law or in equity for any breach of this Agreement, shall be brought exclusively in the state or federal courts of the State of Arizona, and each Party hereby irrevocably submits to the jurisdiction of such courts for such purposes. (iv) Notices. All notices, consents, approvals, waivers, and other communications required or permitted hereunder shall be in writing and shall be delivered by hand, by electronic mail, or by overnight courier (with tracking capabilities) to the addresses listed in the Order Form, or to such other address as may be provided by such Party by notice to the other Party following this Section 16(iv). (v) Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by any event beyond such Party’s reasonable control, including without limitation an act of war, hostility, or sabotage; pandemic; act of God; governmental act or change in law; hurricane, earthquake, flood, or other natural disasters; embargo; accident; or strike or labor disputes; provided that the affected Party: (a) uses reasonable efforts to mitigate the effect of such force majeure event; and (b) gives the other Party prompt notice thereof. (vi) Severability. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and shall be interpreted to achieve the purposes originally intended. (vii) Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right or any other rights under this Agreement.