FITTERCADDY SERVICES AGREEMENT

This FitterCaddy Services Agreement (the "Agreement") is entered into by and between FitterCaddy, LLC, a Texas limited liability company, for itself, its Affiliates, and subsidiaries, whose principal place of business is 1101 S. Capital of Texas Hwy, Suite G-150, Westlake Hills, TX 78746 ("FitterCaddy"), and the entity or person agreeing to the Agreement ("Customer"), each a "Party" and collectively the "Parties".

The "Effective Date" of this Agreement is the earlier of the: (i) Customer's initial access to or use of any Service (as defined below); or (ii) the effective date of the first Order Form that incorporates this Agreement.

BY ACCEPTING THIS AGREEMENT THROUGH AN ORDER FORM THAT INCORPORATES THIS AGREEMENT OR OTHERWISE INDICATING ACCEPTANCE OF THIS AGREEMENT, CUSTOMER AGREES TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MAY NOT USE THE SERVICES.

1. DEFINITIONS

Capitalized terms will have the meanings set forth in this Section 1, or in the section where first used in this Agreement.

"Affiliate" means a legal entity that controls, is controlled by, or is under common control with a Party, where "control" is defined as owning more than 50% of the voting shares of such entity.
"API" means an application programming interface, or a set of rules or protocols that allow software programs to communicate with one another.
"Authorized User" means Customer and its employees, agents, contractors, consultants, or its Affiliate who may access the Services during the Term.
"Confidential Information" means any business or technical information disclosed by one Party to the other Party, including Customer Data, provided that it is identified as confidential at the time of disclosure or that under the circumstances, a person exercising reasonable business judgment would understand it to be confidential or proprietary.
"Customer Data" means any electronic data, information, or material provided or submitted by or on behalf of Customer in the course of using the Services.
"Documentation" means any documentation provided by FitterCaddy to Customer in connection with the Services.
"Feedback" means comments, questions, suggestions, evaluations, or any other feedback relating to any FitterCaddy product or service.
"Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), copyrights, trademarks, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction.
"Order Form" means the document that Customer may use to order the Services that is signed by both Customer and FitterCaddy.
"Sensitive Personal Information" means any information that if disclosed could result in substantial harm, embarrassment, inconvenience, or unfairness, including but not limited to any of the following: (i) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); or (ii) any other sensitive personal data as defined under the California Consumer Privacy Act (or any successor statute or regulation) and any other applicable data privacy and data protection laws in the United States.
"Services" means any of FitterCaddy's and its Affiliate's suite of applications, products, platforms, and services, as updated, enhanced, or otherwise modified from time-to-time that are ordered by Customer on an Order Form and made available by FitterCaddy, including mobile components.

2. SERVICES

2.1 Services

Subject to the terms of this Agreement, the Documentation, and the applicable Order Form, FitterCaddy agrees to provide the Services described on the Order Form to Customer, solely for Customer's own business purposes. Use of and access to the Services is permitted only by Authorized Users. Customer will input information regarding Authorized Users in the FitterCaddy platform and Customer is responsible for keeping this information up to date.

2.2 Cooperation and Assistance

Customer will cooperate with FitterCaddy in good faith and provide to FitterCaddy the information and personnel that FitterCaddy reasonably requests and requires to provide the Services.

2.3 Third Party Software and Services

Use of the Services may require utilization of certain third-party software and services. Customer is responsible for acquiring and maintaining all such third-party software and services required to access, use, or integrate with the Services, including all costs related to the foregoing, and agrees to be bound by any terms applicable to such third-party software and services.

2.4 Restrictions

Customer will not allow anyone other than Authorized Users to access or use the Services from Customer's accounts. Customer will not and will ensure that its Authorized Users do not: (i) attempt to interfere with or disrupt the Services (or any related systems or networks) or use the Services other than directly for Customer's benefit; (ii) copy, modify or distribute any portion of the Services; (iii) rent, lease, or resell the Services; (iv) transfer any of its rights hereunder; or (v) reverse-engineer or access the Services in order to build a competitive product or service.

2.5 Compliance with Applicable Laws

Customer is responsible for compliance with applicable laws related to the provision of the Services, whether such Services meet the applicable legal requirements, and for any changes to the Services made at Customer's request.

2.6 API Keys; Passwords

If Customer is given API keys or passwords to access the Services on FitterCaddy's systems, Customer will require that all Authorized Users keep API keys, user ID, and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third-party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Authorized User who has access to a user ID is no longer an employee, contractor, agent, or consultant of Customer, then Customer will promptly delete such user ID and otherwise terminate such Authorized User's access to the Service.

3. DATA

3.1 Customer Data

Customer is responsible for obtaining any necessary right and licenses for use of the Customer Data by Customer and FitterCaddy as contemplated in this Agreement. Customer agrees that it has the legal right and authority to access, use, and disclose to FitterCaddy any Customer Data. Customer acknowledges that use of the Services requires Customer Data to pass through FitterCaddy's network and/or for such Customer Data to be transmitted to manufacturers of golf equipment and any agent thereof, including any intermediary who receives orders on behalf of such golf equipment manufacturer (a "Vendor"). Customer authorizes FitterCaddy to access, process, and use the Customer Data as necessary to perform and fulfill its obligations hereunder. FitterCaddy will process and maintain Customer Data consistent with the FitterCaddy's Privacy Policy in effect on the Effective Date and hereby incorporated by reference. Customer shall execute a Vendor Authorization Form, attached to the Order Form, authorizing FitterCaddy to transmit Customer Data to Vendor. This Agreement does not transfer or convey to FitterCaddy or any third party any right, title, or interest in and to the Customer Data, or any associated Intellectual Property Rights, except for the license described in Section 6.3.

3.2 Aggregated Anonymous Data

Notwithstanding anything to the contrary herein, Customer acknowledges and agrees that FitterCaddy may collect, generate, use, and maintain data about Customer's use of the Services in an aggregate, anonymized form that can in no way be linked to any specific Customer or Authorized User ("Aggregated Anonymous Data") for any lawful purpose, including to operate, improve, and support the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation: to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other FitterCaddy customers. This Section 3.2 does not give FitterCaddy the right to identify any Customer or Authorized User as the source of any Aggregated Anonymous Data.

3.3 No Sensitive Personal Information

Neither Party will intentionally use the Services to collect, store, process, or transmit any Sensitive Personal Information, and if any Sensitive Personal Information is identified within the Services, each Party agrees to promptly delete it. Customer acknowledges that FitterCaddy is not a payment card processor and that the Services are not PCI DSS compliant. If either Party becomes aware of Sensitive Personal Information submitted as part of Customer Data, it will notify the other Party and such Sensitive Personal Information will be removed from Customer Data.

3.4 Information Security

FitterCaddy agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of any Services or Customer Data. However, FitterCaddy will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond FitterCaddy's control.

3.5 Storage of Customer Data

FitterCaddy does not provide an archiving service. FitterCaddy agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Term. FitterCaddy expressly disclaims all other obligations with respect to storage.

4. MAINTENANCE AND SUPPORT

4.1 Maintenance

FitterCaddy will perform Scheduled Maintenance and reasonable emergency maintenance on an as needed basis and will make available to Customer all generally available updates and bug fixes to the Services. FitterCaddy will take commercially reasonable efforts to perform Scheduled Maintenance during off-peak hours. "Scheduled Maintenance" means FitterCaddy's scheduled routine maintenance of the Services for which FitterCaddy notifies Customer at least twenty-four (24) hours in advance. Scheduled Maintenance will not exceed eight (8) hours per month. FitterCaddy typically performs Scheduled Maintenance once per month.

4.2 Support

FitterCaddy is available to receive Services support inquiries via email [support@FitterCaddy.com]. FitterCaddy's support hours are 09:00 AM to 5:00 PM Central Time Monday through Friday (excluding standard U.S. holidays) for technical information, technical advice, and technical consultation regarding Customer's use of the Services.

5. FEES; EXPENSES; TAXES

5.1 Fees

Customer will pay to FitterCaddy the fees in accordance with the terms set forth in the applicable Order Form(s) and this Section 5.

5.2 Payment

Except as expressly set forth in Section 8.1 (Limited Warranty), Section 10 (Indemnification), or the Order Form, all fees are non-refundable. Customer will reimburse FitterCaddy for all reasonable costs and expenses incident to the collection of overdue amounts hereunder, including but not limited to reasonable attorneys' fees. If Customer disputes any fees, it must provide written notice to the FitterCaddy of such dispute within ten (10) days after the date of the fee payment.

5.3 Payment Processing

Payment processing services are provided by Pinnacle Bank (“Processor”) and are subject to Pinnacle Bank's terms and conditions. By providing Bank account or Credit Card information, Customer agrees to be bound by the Processor's services agreement, which may be modified by the Processor from time to time. As a condition of FitterCaddy's enabling payment processing services through Processor, Customer agrees to provide Processor and, if necessary, FitterCaddy, accurate and complete information about Customer and its business, and you authorize FitterCaddy to share it and transaction information relating to your use of the payment processing services provided by the Processor.

5.4 Invalid Payment

If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to FitterCaddy and FitterCaddy may, in its sole discretion, either: (i) invoice Customer directly for the deficient amount; (ii) continue billing the Credit Card once it has been updated by Customer (if applicable); or (iii) terminate this Agreement.

6. PROPRIETARY RIGHTS

6.1 Customer owns and retains: (i) the Customer Data; (ii) Customer's name, logo and other trademarks; and (iii) all Intellectual Property Rights in and to any of the foregoing.

6.2 FitterCaddy owns and retains: (i) the Services, and all improvements, enhancements or modifications made by any Party; (ii) the Aggregate Anonymous Data; (iii) the Documentation; (iv) any software, applications, inventions or other technology developed by FitterCaddy in connection with providing the Services; (v) FitterCaddy's name, logo, and other trademarks; and (vi) all Intellectual Property Rights in and to any of the foregoing.

6.3 Feedback

Customer may, from time to time, provide FitterCaddy with Feedback. Customer grants FitterCaddy a non-exclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to FitterCaddy on an "as-is" basis without warranties of any kind.

6.4 Publicity

Customer hereby grants FitterCaddy a limited revocable license to use Customer's name and logo solely for the purpose of identifying Customer as a user of the Services and attributing any Feedback provided by Customer, in accordance with Customer's logo and usage guidelines. Customer may revoke this license grant at any time upon written notice to FitterCaddy.

7. CONFIDENTIALITY

7.1 Use and Nondisclosure

A receiving Party will not use the disclosing Party's Confidential Information except as necessary under this Agreement and will not disclose Confidential Information to any third party except to those of its employees and contractors who have a business need to know such Confidential Information, provided that each such employee and contractor is bound to confidentiality restrictions at least as restrictive as the terms set forth in this Agreement. Each receiving Party will protect the disclosing Party's Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving Party uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 7.1 will remain in effect during the Term and for a period of five (5) years after the expiration or termination thereof, except with regard to trade secrets of the disclosing Party, which will be held in confidence for as long as such information remains a trade secret.

7.2 Exclusions

The obligations and restrictions set forth in Section 7.1 will not apply to any information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving Party; (ii) is rightfully known by the receiving Party at the time of disclosure; (iii) is independently developed by the receiving Party without access to the disclosing Party's Confidential Information; or (iv) the receiving Party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing Party.

7.3 Permitted Disclosures

The provisions of this Section 7 will not restrict either Party from disclosing the other Party's Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that to the extent legally permitted, the Party required to make such a disclosure gives reasonable notice to the other Party to enable it to contest such order or requirement or limit the scope of such request; (ii) on a confidential basis to its legal or professional financial advisors; or (iii) as required under applicable securities regulations.

7.4 Injunctive Relief

The receiving Party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the receiving Party, the disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

8. WARRANTY

8.1 Limited Warranty

FitterCaddy warrants, for Customer's benefit only, that each Service will operate in substantial conformity with the applicable Documentation. FitterCaddy's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be for FitterCaddy to use commercially reasonable efforts to correct the reported non-conformity at no additional charge to Customer.

8.2 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1, ALL SERVICES, DOCUMENTATION AND ANY AND ALL OTHER MATERIAL PROVIDED BY COMPANY TO CUSTOMER UNDER THIS AGREEMENT ARE PROVIDED "AS IS". NEITHER FITTERCADDY NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FITTERCADDY DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES FITTERCADDY WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS OR CORRUPTION. FITTERCADDY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF FITTERCADDY. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. COMPANY MAKES NO GUARANTEE AS TO THE RESULTS OR OUTCOMES OF USING THE SERVICE. CUSTOMER AGREES THAT FITTERCADDY DOES NOT PROVIDE LEGAL ADVICE OR ENGAGE IN THE PRACTICE OF LAW AND CUSTOMER IS RESPONSIBLE FOR ENSURING THAT: THE SERVICE MEETS THE REQUIREMENTS OF ANY APPLICABLE FEDERAL, STATE, OR LOCAL LAWS REGARDING THE SUBJECT MATTER OF THE SERVICES.

9. TERM AND TERMINATION

9.1 Term

This Agreement will commence on the Effective Date and shall continue for so long as there is an Order Form in effect. Unless otherwise terminated by either party in accordance with the terms of this Agreement, the term of each Order Form will (unless otherwise specified in the Order Form) be 1 year from the date specified in the Order Form as the start date of Customer's subscription to the Services (the "Initial Term") and, thereafter, unless either party provides the other party with written notice of non-renewal at least 30 days prior to the end of the then current Term, shall renew automatically for successive 1 year periods (each a "Renewal Term"). The Initial Term together with any Renewal Term(s) shall constitute the Term of the Order Form.

9.2 Termination

Either Party may terminate this Agreement for any reason at any time by providing prior written notice thereof to the other Party.

9.3 Suspension of Services

If Customer's account is ten (10) days or more overdue, in addition to any of its other rights or remedies, FitterCaddy reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. Further, FitterCaddy may immediately suspend access to the Services if Customer materially breaches this Agreement (except for Customer's non-payment of fees) until such breach is cured. Such a suspension of Service will not relieve Customer from its obligations to pay all amounts due under this Agreement.

9.4 Rights and Obligations Upon Expiration or Termination

Upon expiration or termination of this Agreement, Customer's and Authorized Users' right to access and use the Services will immediately terminate and each will immediately cease all use of the Services. Upon request by FitterCaddy, Customer shall return or destroy any of FitterCaddy's Confidential Information, including any Documentation. Customer acknowledges that following termination it will have no further access to any Customer Data input into the Services and that FitterCaddy may delete any such data as may have been stored by FitterCaddy at any time.

9.5 Survival

The rights and obligations of FitterCaddy and Customer contained in Sections 3.2 (Aggregate Anonymous Data), 5 (Fees; Expenses; Taxes), 6 (Proprietary Rights), 7 (Confidentiality), 9.4 (Rights and Obligations Upon Expiration or Termination), 9.5 (Survival), 10 (Indemnification), 11 (Limitation of Liability), and 12 (General) will survive any expiration or termination of this Agreement.

10. INDEMNIFICATION

10.1 Indemnification by FitterCaddy

FitterCaddy will defend Customer, its officers, directors and employees, from and against any suit or action brought by a third-party against Customer alleging that the Services, as provided by FitterCaddy and when used by Customer pursuant to this Agreement, infringes any Intellectual Property Right of a third party (the "IP Indemnity"). FitterCaddy shall indemnify and hold harmless Customer from and against any damages and costs awarded against Customer or agreed in settlement by FitterCaddy (including reasonable attorneys' fees) resulting from such claim, provided that: (i) Customer provides FitterCaddy with prompt written notice of such claim; (ii) Customer provides reasonable cooperation to FitterCaddy, at FitterCaddy's expense, in the defense and settlement of such claim; and (iii) FitterCaddy has sole authority to defend or settle such claim, provided that it may not settle any claim in a manner that imposes any material liability upon Customer or requires Customer to admit wrongdoing.

10.2 Injunctions

If Customer's use of the Services is, or in FitterCaddy's opinion is likely to be, enjoined due to the type of claim in the IP Indemnity specified in Section 10.1, then FitterCaddy may at its sole option and expense: (i) replace or modify the Services to make them non-infringing and of equivalent functionality; (ii) procure for Customer the right to continue using the Services under the terms of this Agreement; or (iii) if FitterCaddy is unable to accomplish either (i) or (ii) despite using its commercially reasonable efforts, terminate Customer's rights and FitterCaddy's obligation under this Agreement with respect to such Services and refund to Customer a pro-rata portion of the fees paid for the remaining portion of the Term during which Customer would have had access to the Services.

10.3 Exclusions

Notwithstanding the terms of Section 10.1, FitterCaddy will have no liability for any claim of any kind to the extent that it results from: (i) the combination, operation, or use of the Services with equipment, devices, or software not supplied by FitterCaddy, if a claim would not have occurred but for such combination, operation or use; or (ii) Customer's or an Authorized User's use of the Services other than in accordance with this Agreement.

10.4 Sole Remedy

THE FOREGOING STATES FITTERCADDY'S AND ITS LICENSORS' SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES.

10.5 Indemnification by Customer

Customer will defend FitterCaddy, its officers, directors and employees, from and against any action or suit brought against FitterCaddy by a third party based on a claim that: (i) the Customer Data infringes or violates the rights of a third party; (ii) Customer's failure to comply with applicable law; or (iii) claims brought by Customer's Vendors. Customer will indemnify and hold harmless FitterCaddy from and against any damages and costs awarded against FitterCaddy or agreed in settlement by Customer (including reasonable attorneys' fees) resulting from such claim, provided that: (a) FitterCaddy provides Customer with prompt written notice of such claim; (b) FitterCaddy provides reasonable cooperation to Customer, at Customer's expense, in the defense and settlement of such claim; and (c) Customer has sole authority to defend or settle such claim, provided that it may not settle any claim in a manner that imposes any material liability upon FitterCaddy or requires FitterCaddy to admit wrongdoing.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages

To the fullest extent permitted by law, except for Excluded Claims (as defined below in Section 11.3 and for which there will be no cap on liability), neither Customer nor FitterCaddy, and its Affiliates and suppliers, will be liable under this Agreement for: (i) indirect, special, incidental, consequential, exemplary, or punitive damages; or (ii) loss of use, data, business, revenues, or profits (in each case whether direct or indirect), even if the Party knew or should have known that such damages were possible, even if a remedy fails of its essential purpose, and regardless of the type of action or theory of liability.

11.2 Total Liability

To the fullest extent permitted by law, except for Excluded Claims (for which there shall be no cap on liability), neither Party's aggregate liability under this Agreement will exceed the amount paid or payable by Customer to FitterCaddy during the twelve (12) months prior to the event giving rise to liability.

11.3 Excluded Claims

"Excluded Claims" means: (i) any intentional misconduct or gross negligence by either Party; (ii) any amounts payable to third parties pursuant to FitterCaddy's IP Indemnity obligations under Section 10.1; and (iii) any amounts payable to third parties pursuant to Customer's indemnification obligations under Section 10.4 (Indemnification by Customer).

12. GENERAL

12.1 Informal Dispute Resolution

In the event of any dispute, claim, or disagreement arising from or relating to this Agreement ("Dispute"), the Parties will first use good faith efforts to resolve the Dispute. If a Dispute arises, the complaining Party will provide written notice to the other Party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute"). Following receipt of the Initial Notice of Dispute, the Parties will consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both Parties ("Dispute Resolution"). If the Parties are unable to reach a resolution of the Dispute through Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute may be resolved as stated in Section 12.2 (Governing Law).

12.2 Governing Law

This Agreement is governed by and construed under the laws of the State of Texas without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, the Parties agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Travis County, Texas for the purpose of litigating all such disputes. Each Party waives any and all objections to the exercise of jurisdiction over it by such courts and to venue in such courts.

12.3 Subcontractors

FitterCaddy may use the services of subcontractors and permit them to exercise the rights granted to FitterCaddy in order to provide the Services under this Agreement, provided that FitterCaddy: (i) will use reasonable skill and care in selecting and appointing each subcontractor; and (ii) remains responsible for (a) compliance of any such subcontractor with the terms of this Agreement and (b) for the overall performance of the Services as required under this Agreement.

12.4 Order of Precedence

In the event of a conflict between this Agreement and an Order Form, the terms of the applicable Order Form will take precedence and prevail, provided, however, that FitterCaddy's Privacy Policy will take precedence over any inconsistent terms in the applicable Order Form unless the applicable Order Form.

12.5 Waiver

The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

12.6 Notices

Notices will be sent to the addresses set forth in the Order Form. Customer will provide written notice to FitterCaddy, Attention CEO, at 1101 S. Capital of Texas Hwy., Suite G-150, Westlake Hills, TX 78746 or at FitterCaddy's email address below, and FitterCaddy will provide written notice to Customer at the mailing address or email address on record in Customer's account. The notices will be deemed to have been given upon: (i) the date actually delivered in person; (ii) the day after the date sent by overnight courier; (iii) three (3) days following the date such notice was mailed by first class mail; or (iv) the date sent by email to FitterCaddy at [info@FitterCaddy.com] or Customer at the Customer's email address on record in Customer's account or as specified in the Order Form.

12.7 Severability

In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

12.8 Force Majeure

Neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such Party, which may include without limitation: denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, rolling blackouts, and internet connectivity disruptions.

12.9 Relationship Between the Parties

Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the Parties.

12.10 Assignment

Neither Party may assign its rights or obligations under this Agreement without the other Party's prior written consent. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to an Affiliate as part of a reorganization, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other Party's consent, provided that: (a) the purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the purchaser is not a competitor of the other Party; and (c) any assignee is bound hereby. Other than the foregoing, any attempt by either Party to transfer its rights or obligations under this Agreement will be void.

12.11 Entire Agreement

This Agreement (including any Exhibits hereto) constitutes the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement.

12.12 Modifications to this Agreement

FitterCaddy may modify all or any part of this Agreement at any time by posting a revised version of the Agreement on FitterCaddy's website at fittercaddy.com/services-agreement. If FitterCaddy deems any modifications to this Agreement to be material, FitterCaddy will make a reasonable effort to inform Customer of such modifications. By continuing to use the Services after the effective date of any modification to this Agreement, Customer agrees to be bound by the modified Agreement. Except as this Agreement (including in this Section 12.12 otherwise allows, this Agreement may not be modified except in writing signed by a duly authorized representative of each Party.

12.13 No Third-Party Beneficiaries

This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the Parties to this Agreement may enforce it.