This agreement contains the terms and conditions on which GOLFERSWIRED.com (“GOLFERSWIRED”) agrees to develop and host a website (“Game Scoring, Tracking and Analyzing Website”) for you which permits users (“Users”) to post rounds of golf over the Internet, and your agreement to provide a link to the Game Scoring, Tracking and Analyzing Website from your website. You are referred to in this agreement as “AFFILIATE” and your website is referred to as . “AFFILIATE Site”.
 
1. WEBSITE DEVELOPMENT. GOLFERSWIRED shall, at its own expense, develop the Game Scoring, Tracking and Analyzing Website. The Game Scoring, Tracking and Analyzing Website shall allow golfers to post and analyze rounds of golf using GOLFERSWIRED’s centralized engine (“GOLFERSWIRED System”). GOLFERSWIRED shall be entitled, without the consent of AFFILIATE, to modify the Game Scoring, Tracking and Analyzing Website from time to time (i) to ensure that its appearance continues to be consistent with the AFFILIATE Site if and when available, (ii) to the extent necessary to maintain the functionality of the Game Scoring, Tracking and Analyzing Website and provide Users with additional features of the GOLFERSWIRED System offered to online users generally, and (iii) to add links to other websites using the Game Scoring, Tracking and Analyzing Website and GOLFERSWIRED System. 
 
2. WEBSITE HOSTING. GOLFERSWIRED shall, at its own expense, maintain the Game Scoring, Tracking and Analyzing Website on its server during the Term, such that the Game Scoring, Tracking and Analyzing Website and the GOLFERSWIRED System are accessible over the Internet.
 
3. LINKING. AFFILIATE agrees modify the AFFILIATE Website to include a link or button (the “Link”) that enables Users by means of a hidden universal resource locater to connect automatically from the AFFILIATE Site to such page of the Game Scoring, Tracking and Analyzing Website designated by GOLFERSWIRED. GOLFERSWIRED grants AFFILIATE a non-exclusive, non-transferable, right to link the AFFILIATE Site to the Game Scoring, Tracking and Analyzing Website. The Link shall be accessible from the main or home page of the AFFILIATE Site using GOLFERSWIRED’s logo set out above, or such other name, logo and/or trademark designated and provided to AFFILIATE by GOLFERSWIRED in electronic format. During the Term, AFFILIATE shall ensure that the AFFILIATE Site continues to be accessible and operable over the Internet and that the Link is maintained and operable in accordance with this section, and agrees that neither the AFFILIATE Site, nor any other website owned or operated by it or in which its trademarks are used, shall advertise or provide links to any other game scoring, tracking and analyzing system. 
 
4. REFERRAL FEE. GOLFERSWIRED shall pay AFFILIATE a referral fee equal to eighteen percent (30%) of the Net Fees earned by GOLFERSWIRED in respect of Affiliate Memberships. “Affiliate Memberships” means the action of paying for a 1 year membership at the prevailing net price, using the Game Scoring, Tracking and Analyzing Website and the GOLFERSWIRED System during the Term; in accordance with the terms and conditions applicable thereto. “Net Fees” means the net fees received by GOLFERSWIRED in respect of membership, after deducting any refunds to Users and any fees, commissions, inducements or other amounts payable by GOLFERSWIRED to third parties in respect of such membership. The referral fees shall be paid by GOLFERSWIRED to AFFILIATE within 30 days after any month in which such fees exceed $50.00 US Funds, but at least once in respect of every 3-month period during the Term.
 
5. LICENSE. GOLFERSWIRED and AFFILIATE grant each other a non-exclusive, royalty-free, worldwide, non-transferable license (without the right to sub license, except to Users as set out below) for the Term to use the trademarks, designs, logos, pictures, artwork and any text (the “Intellectual Property”) appearing on the AFFILIATE Site or the Game Scoring, Tracking and Analyzing Website, including the right to produce, reproduce and display on the AFFILIATE Site or the Game Scoring, Tracking and Analyzing Site, store and retrieve on computer equipment, distribute via the Internet, and authorize Users to receive, display, store, retrieve and copy the Intellectual Property for their own use, solely for the purposes and subject to the terms of this agreement. AFFILIATE may also use any of the Intellectual Property licensed to it by GOLFERSWIRED in any publication or promotional material advertising access to the GOLFERSWIRED System through the AFFILIATE Site; provided that any description of the GOLFERSWIRED System is accurate, and a copy of the page(s) containing such Intellectual Property is provided to GOLFERSWIRED and GOLFERSWIRED has consented to the proposed use. Neither party shall modify the other’s Intellectual Property without the other’s consent, except as required by GOLFERSWIRED to prepare prototypes of the Game Scoring, Tracking and Analyzing Website for AFFILIATE’s approval. Each party shall, in respect of the Intellectual Property of the other party used by it, include in the AFFILIATE Website or Game Scoring, Tracking and Analyzing Website, as applicable, any trade-mark or copyright notices reasonably requested by the other party for the purposes of indicated the owner and/or licensee of such Intellectual Property. 
 
6. INDEMNITY. In the event that any claim, action, suit, application or other legal proceeding (any of which is referred to as a “Claim”) is brought by a third party against a party hereto or its directors, officers, employees or agent (“Indemnified Persons”) as a result of or arising from the use by any of the Indemnified Persons of the other party’s Intellectual Property pursuant to this agreement, the other party (“Indemnifying Party”) shall indemnify and save harmless the Indemnified Persons in respect of any liability, damages, accounting of profits, judgments, costs, interest, and legal fees awarded or incurred as a result of or arising from such use of the Indemnifying Party’s Intellectual Property. Upon receipt by a party of written notice of any such legal proceeding, a copy such notice and any documents delivered in connection therewith shall, within 7 days, be delivered to the other party. The Indemnifying Party shall be entitled, upon 14 days’ notice to the Indemnified Persons named in the Claim, to take control of the defense of such legal proceeding on behalf of and in the name of the Indemnified Persons, for so long as such defense is conducted diligently and in a competent manner; provided that no settlement of such legal proceeding shall be binding upon any Indemnified Persons without their consent, which consent shall not be unreasonably withheld or delayed. 
 
7. OWNERSHIP OF INTELLECTUAL PROPERTY. Except as expressly granted in this agreement, neither party shall have any rights in respect of the Intellectual Property of the other. AFFILIATE acknowledges and agrees that GOLFERSWIRED owns all right, title and interest in the GOLFERSWIRED System, and any copyright, trademark, patent, trade secrets, confidential information, know-how and other intellectual property used or embodied in it, including without limitation any information or data on Users, Bookings, and golf courses compiled using the Game Scoring, Tracking and Analyzing Website; and nothing in this agreement shall be construed as granting AFFILIATE any rights in the GOLFERSWIRED System and the related intellectual property. 
 
8. TERM. This agreement shall be effective for a period (the “Term”) commencing on the date GOLFERSWIRED notifies AFFILIATE of its acceptance (as provided in section 13) and continue for 1 years. Notwithstanding the foregoing, this agreement may be terminated immediately by one party (“Terminating Party”), upon written notice to the other party, after any of the following:
 

1. The other party has used the Terminating Party’s Intellectual Property contrary to the terms of this agreement in a manner which has, or may reasonably be expected to have, a material adverse effect on the rights therein of the owners or licensees thereof, or on the goodwill, business or operations of such owners or licensees.

2. The other party breaches this agreement and, 30 days after receipt of written notice from the Terminating Party setting out the nature of the breach, has not ceased the conduct or activity constituting the breach and remedied the breach (to the extent reasonably capable of being remedied). 

3. The other party ceases to carry on its business in the ordinary course, including, without limitation, the maintenance of the AFFILIATE Site, if AFFILIATE, and the Game Scoring, Tracking and Analyzing Website, if GOLFERSWIRED, such that it continues to be accessible and operable over the Internet. 

4. A receiver, trustee or similar legal representative is appointed for all or a substantial portion of the other party’s assets, the other party makes an assignment for the benefit of its creditors, the other party is declared bankrupt or insolvent for the purposes of any legislation affecting the rights of creditors, or the other party takes the benefit of any legislation for bankrupt or insolvent debtors.

5. If GOLFERSWIRED determines, in its sole discretion, that AFFILIATE Site ceases to be suitable for the purposes of the website linking arrangement described in this agreement; which may be due to (but is not limited to) the inclusion of sexually explicit material, violence or any other content which may harm the business or goodwill of GOLFERSWIRED in the AFFILIATE Site, its promotion of discrimination or illegal activities, its infringement of intellectual property rights or failure to comply with applicable laws,

Upon termination of this agreement, AFFILIATE shall remove any of GOLFERSWIRED’s Intellectual Property from the AFFILIATE Site and any links to the Game Scoring, Tracking and Analyzing Website, and each party shall otherwise cease to use the other’s Intellectual Property and have no further obligations; except that sections 6, 7 and 11 shall survive the termination of this agreement and continue to be binding upon the parties.
 
9. CONTRACT CO-ORDINATORS. Any notice or communication regarding this contract shall be sent to AFFILIATE at the address provided to GOLFERSWIRED and to GOLFERSWIRED at its address set out below, unless another address been provided by a party by sending a notice to the other. 
 
10. APPLICABLE LAW. This Agreement shall be governed by the laws of North Carolina and the laws of United States applicable therein, without giving effect to any choice or conflict of law rules that would cause the application of the laws of any jurisdiction other than North Carolina. The parties each attorns and submits to the non-exclusive jurisdiction of the Courts of North Carolina with respect to any matter arising hereunder or related hereto.
 
11. LIMITATION ON LIABILITY. GOLFERSWIRED HAS NO CONTROL OVER TRANSMISSIONS OVER THE INTERNET, AND CANNOT GUARANTEE, AND SHALL HAVE NO OBLIGATION TO AFFILIATE TO ENSURE, THAT ACCESS TO THE GAME SCORING, TRACKING AND ANALYZING WEBSITE OR THE GOLFERSWIRED SYSTEM OVER THE INTERNET WILL BE UNINTERRUPTED OR ERROR FREE. GOLFERSWIRED MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATING TO THE GAME SCORING, TRACKING AND ANALYZINGSITE OR THE GOLFERSWIRED SYSTEM, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS OF THE PRODUCTS OR SERVICES PROVIDED FOR ANY PARTICULAR USE OR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. USE OF THE GAME SCORING, TRACKING AND ANALYZING WEBSITE AND THE GOLFERSWIRED SYSTEM SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET OUT IN CONTRACTS BETWEEN GOLFERSWIRED AND USERS AND GOLF COURSE OWNERS/OPERATORS, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF LIABILITY THEREIN. IN NO EVENT SHALL GOLFERSWIRED BE LIABLE FOR LOSS OF PROFITS, BUSINESS OR GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT AND TORT (INCLUDING NEGLIGENCE).
 
12. SUCCESSORS AND ASSIGNS. This agreement shall ensure to the benefit of and are binding upon the parties hereto and their respective successors and permitted assigns. Neither party shall be entitled to transfer, assign or sublicense (except as expressly provided herein) any right or obligations under this agreement other than to a corporation or other entity that it controls, that controls it, or that is controlled by the same person(s) as it (in each case, whether control is direct or indirect through one or more corporations or other entities); provided that the obligations of such corporation or other entity hereunder are guaranteed by the party from whom they were transferred, assigned or sublicensed.
 
13. ACCEPTANCE BY GOLFERSWIRED. This agreement is subject to acceptance by GOLFERSWIRED after receipt of AFFILIATE’S enrolment confirmation (by using affiliate link) and any information regarding AFFILIATE requested by GOLFERSWIRED, and shall not be binding upon GOLFERSWIRED until it provides AFFILIATE with notification of its acceptance. GOLFERSWIRED reserves the right, at its sole discretion, not to accept AFFILIATE if it determines that AFFILIATE Site is not suitable for the purposes of the website linking arrangement set out above. Examples of unsuitable sites include but are not limited to those that contain sexually explicit material or violence, promote discrimination or illegal activities, or infringe intellectual property rights or otherwise are not in compliance with applicable laws.