Public Courses Public Courses

Terms and Conditions

Terms of Use

Welcome to our Website. By using our Site, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not use this Site. The term “PublicCourses.com”, or “PublicCourses”, or “Public Courses” or “us” or “we” or “our” refers to Public Courses, LLC., an Ohio limited liability company, the owner of the website. The term “you” refers to the user or viewer of our website.

1. Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use Agreement (“Agreement”) with respect to our Website (or “Site”). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.

2. Copyright.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4 below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Some of the content on the site is the copyrighted work of third parties.

3. Service Marks.

“PublicCourses.com”, “Driven by Golfers”, and others are our service marks or registered service marks or trademarks. Other product and company names mentioned on the Site may be trademarks of their respective owners.

4. Limited License; Permitted Uses.

You are granted a non-exclusive, non-transferable, revocable license (a) to access and use the Site strictly in accordance with this Agreement; (b) to use the Site solely for internal, personal, non-commercial purposes; and (c) to print out discrete information from the Site solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein. No print out or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

5. Restrictions and Prohibitions on Use.

Your license for access and use of the Site and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by Section 4 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content and Materials retrieved therefrom; (b) use the Site or any materials obtained from the Site to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content and Materials from the Site; (d) use any Content and Materials from the Site in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in the Site; (f) make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; (h) use any automatic or manual process to harvest information from the Site; (i) use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use the Site in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; and (k) export or re-export the Site or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of the United States.

6. Forms, Agreements & Documents

We may make available through the Site or through other Websites sample and actual forms, checklists, business documents and legal documents (collectively, “Documents”). All Documents are provided on a non-exclusive license basis only for your personal one-time use for non-commercial purposes, without any right to re-license, sublicense, distribute, assign or transfer such license.

7. Linking to the Site.

You may provide links to the Site, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) your site does not engage in illegal or pornographic activities, and (c) you discontinue providing links to the Site immediately upon request by us.

8. Advertisers.

The Site may contain advertising, memberships, and sponsorships. Advertisers, memberships, and sponsors are responsible for ensuring that material submitted for inclusion on the Site is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s, memberships, or sponsor’s materials.

9. Registration, Memberships, Advertisements and Fees.

Certain sections of, or offerings from, the Site may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name and accurate information. Each registration is for your personal use only and not on behalf of any other person or entity. We do not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use. We reserve the right to suspend, remove, and/or revoke any membership or advertisement from our site for any reason deemed by us to be but not limited to offensive, vulgar, inappropriate, bullying of any form, or illegal behavior. We reserve the right to suspend, remove, and/or revoke any membership or advertisement from our site for any reason deemed by us including but not limited to posting links to competitor’s site(s), links to competitor’s material(s), links to competitor’s information, ad(s) of any competitor’s, or images from any competitors. In the event that any membership or advertisement is suspended, removed, and/or revoked, any membership, advertising, or marketing fees will be forfeited by you and no refunds will be granted and any information and/or material of any kind posted by you may be removed from our Site solely at our discretion.

10. Errors, Corrections and Changes.

We do not represent or warrant that the Site will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Site at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site.

11. Third Party Content.

Third party content may appear on the Site or may be accessible via links from the Site. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on the Site. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect our belief.

12. Unlawful Activity.

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

13. Indemnification.

You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Site.

14. Nontransferable.

Your right to use the Site is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.

15. Disclaimer.

THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE SITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 16(b). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.

16. Limitation of Liability

(a) We and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Site or any services or products obtainable therefrom, (b) the unavailability or interruption of the Site or any features thereof, (c) your use of the Site, (d) the content contained on the Site, or (e) any delay or failure in performance beyond the control of a Covered Party. (b) THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

17. Use of Information.

We reserve the right, and you authorize us, to the use and assignment of all information regarding Site uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a “Submission”) will forever be our property. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

18. Third-Party Services.

We may allow access to or advertise certain third-party product or service providers (“Merchants”) from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, and MERCHANTABILITY OR NON- INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

19. Third-Party Merchant Policies.

All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on any Merchant sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

20. Privacy Policy.

Our Privacy Policy, as it may change from time to time, is a part of this Agreement. You must review this Privacy Policy. It is posted on this Web site.

21. Payments.

You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

22. Securities Laws.

The Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein do not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

23. Links to other Websites.

The Site contains links to other Websites. We are not responsible for the content, accuracy or opinions express in such Websites, and such Websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Website on our Site does not imply approval or endorsement of the linked Website by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

24. Copyrights and Copyright Agents.

We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:

a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b. A description of the copyrighted work that you claim has been infringed;
c. A description of where the material that you claim is infringing is located on the Site;
d. Your address, telephone number, and email address;
e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our Copyright Agent for Notice of claims of copyright infringement on the Site can be reached by directing an e-mail to the Copyright Agent at jwallace@PublicCourses.com

25. Information and Press Releases.

The Site may contain information and press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

26. Legal Compliance.

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content and Materials provided therein.

27. No Refund and Return Policy.

We have no responsibility or liability for those products or services mentioned on our Site that are sold by third parties or are linked to third party Websites, and Miscellaneous. This Agreement shall be treated as though it were executed and performed in Columbus, Ohio, and shall be governed by and construed in accordance with the laws of the State of Ohio (without regard to conflict of law principles). Any cause of action by you with respect to the Site (and/or any information, Documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in this agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.

28. Mandatory and Binding Arbitration.

Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, Site operations, intellectual property, and our services, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Columbus, Ohio, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in Columbus, Ohio necessary to protect the rights or property of you and us pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS.

Internet Advertising Agreement

THIS INTERNET ADVERTISING AGREEMENT (the “Agreement”) is made between PublicCourses, LLC, an Ohio limited liability company (“Publisher”) and the undersigned individual, business, or organization (“Advertiser”). Any uploaded images, links, content and/or any other material uploaded, referred to, or altered in any way by Advertiser will be referred to as “Advertiser Materials”. A Banner advertisement is a specific area or space displayed on Publisher’s website that promotes the Advertiser. Banner advertisements will be referred to as “Banner Ad” or “Banner Ads”. Banner Ads will be linked to individual golf courses. The Advertiser will select an individual golf course or several golf courses to which they want to have their Banner Ad linked. Detailed information for each individual golf course will be displayed when 1) a user of Publisher’s website selects a golf course marker (a flag) displayed on a map on Publisher’s website, or, 2) when a user of Publisher’s website selects a hyperlink to an individual golf course from a list of golf courses displayed on Publisher’s website. A Banner Ad will appear above the detailed information for each individual golf course to which it is linked for a certain number of consecutive weeks as determined by Advertiser upon placing a Banner Ad. Only one Banner Ad will appear above any individual golf courses detailed information area or space. Banner Ads can be reassigned by Advertiser to another golf course providing the desired golf course is available for a Banner Ad to be placed. If Advertiser reassigns their Banner Ad to another golf course, the Banner Ad will be removed from the golf course from which it was linked and that golf course will be available for Advertisers to place their Banner Ads. In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Advertiser.

For an individual, business, or organization to advertise their goods, services, or events on this site, each individual, business, or organization must be registered on the Publisher’s Website. A Banner Ad is further described on Exhibit 1. The terms of Exhibit 1 are incorporate herein by reference. Advertiser will electronically select via Publisher’s website one of the following types of Banner Ads, based on consecutive weeks as described below:

Publisher shall use its diligent efforts to provide advertisement services related to the advertisements as described in Exhibit 1.

Publisher’s Criteria for Advertiser Materials

Any Advertising Materials submitted by Advertiser must be in form and substance acceptable to Publisher. Unacceptable Advertising Materials shall include, but shall not be limited to, materials that are immoral and/or inappropriate; derogatory toward any individual, business, or organization; unlawful and/or defamatory toward any individual, business, or organization; or materials that promote competitors (goods and/or services) of Publisher; or direct and/or redirect users from Publisher’s website. It is at the sole discretion of Publisher to determine whether Banner Ads are unacceptable and/or violate Publisher’s Marketing Materials Criteria. Advertiser must comply with Publisher’s Criteria for Advertiser Materials at all times.

Payment

Advertiser shall pay a fee to Publisher, due and payable as indicated herein. An advertising fee based on consecutive weeks and the following terms: Payment for advertising is due and payable upon acceptance of the terms of this Agreement. Advertisement fees are nonrefundable.

2. Term

The Term of this Agreement shall be based on 1) the number of consecutive weeks in which the Advertiser selects their Banner Ad to appear, and 2) the number of individually selected golf courses in which the Advertiser selects their Banner Ad to appear. The Term will commence on the day and time the Banner Ad is placed by Advertiser and will terminate when the number of consecutive weeks to run the Banner Ad selected by the Advertiser has expired.

3. Right to Terminate Contract

Publisher may immediately terminate this contract without notice, and without liability to Advertiser, if any Advertiser Materials violate Publisher’s Criteria for Advertiser Materials. In such an event, the Advertiser shall not be entitled to any refund.

4. Force Majeure

Publisher shall not be liable to Advertiser for any failure or delay in its performance due to, but not limited to, any cause beyond its control, Internet interruptions, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, government acts, and other similar events. In addition, Publisher shall not be liable for periodic internet and website disruptions, for performance-related issues of the website, or during times of website maintenance.

5. Notices

All notices shall be sent to the following addresses:

Publisher:
Public Courses, LLC
John T. Wallace
Phone: (614) 406-0244
Email: jwallace@PublicCourses.com
Web site: www.PublicCourses.com

Advertiser:
Email: Advertiser’s email in Publisher’s database.

6. Limitation of Publisher’s Liability.

(a) UNDER NO CIRCUMSTANCES SHALL PUBLISHER BE LIABLE TO ANY ADVERTISER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.

(b) PUBLISHER DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY REGARDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, SUITABILITY, COMPLIANCE WITH LAWS, QUALITY, OR OTHERWISE, WITH RESPECT TO THE PUBLISHER WEBSITE.

(c) IN NO EVENT SHALL PUBLISHER BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO PUBLISHER UNDER SECTION 2 ABOVE.

(d) PUBLISHER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION 7.

7. Indemnity

Advertisers shall at all times defend, indemnify and hold harmless Publisher and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the content of Advertiser’s marketing materials served by Publisher pursuant to this Agreement and/or any content to which users can link through those marketing materials.

8. Counterparts and Facsimile Signatures

This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a single instrument. Facsimile and electronic signatures are acceptable and deemed original signatures.

9. Intellectual Property Rights

Neither party will acquire any ownership interest in each other’s intellectual property. Publisher shall have the right to place Advertiser’s logo, tradename and trademark on any marketing material from Advertisers and to otherwise use such items in connection with the purposes of this Agreement.

10. Miscellaneous

This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement. This Agreement will be deemed entered into in Ohio and will be governed by and interpreted in accordance with the laws of the State of Ohio, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely through confidential binding arbitration in Columbus, Ohio before one arbitrator selected by the American Arbitration Association in accordance with its rules. In the event of any dispute, each party shall bear its own attorneys fees, expert witness fees, and 1⁄2 of the arbitrator fees. The provisions of this Agreement relating to payment of any fees or other amounts owed, indemnification, confidentiality, limitations of liability and intellectual property shall survive any termination or expiration of this Agreement. The terms of this Agreement are the confidential information of Publisher. This Agreement has been negotiated and drafted by both parties, with counsel from both parties reviewing the document. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party. Via Publisher’s website, the Publisher and the Advertiser have electronically executed this Agreement as of the day and time the Advertiser’s Banner Ad is placed.

Description of Banner Ads:

Banner Ads

Each golf course contains an informational area on Publisher’s website where their detailed information will be displayed.
The detailed information for each golf course will appear in a sliding panel when a user clicks on (or selects) a physical marker representing the golf course’s physical location on Publisher’s website map(s).
Advertiser’s Banner Ad will be located above individually selected golf courses’ detailed information area(s).
Advertiser will select 1) individual golf course(s) for which they want their Banner Ad to appear, and, 2) the total number of consecutive weeks in which they want their Banner Ad to appear.

Banner Ads will appear per selections made by Advertiser in item 4 above (in the Banner Ads section).

Additional Terms.

Advertiser must create the content of their Banner Ad in compliance with Publisher’s standards. At no time shall the Advertiser 1) provide inappropriate content (Publisher reserves the right to determine what constitutes the term “inappropriate”), 2) upload copyrighted material of any kind, 3) create links to websites containing inappropriate content, 4) create links to any competitors of the Publisher, and/or 5) upload or post any material referencing in any way (text, links, images or otherwise) any of Publisher’s competitors.

If an Advertiser fails to meet the Publisher’s standards or terms listed herein, the Advertiser’s Banner Ad and/or account will be immediately 1) removed from Publisher’s website, and/or 2) suspended, and/or 3) revoked, at the discretion of the Publisher and Publisher reserves the right to retain the Advertiser’s fee.

All Advertiser Banner Ads will be entered by the Advertiser using Publisher’s website. The maintenance of this information is the responsibility of the Advertiser. The Advertiser is responsible for the security of the Advertiser’s account information as well as the content within the Advertiser’s Banner Ad.

Internet Marketing Agreement

THIS INTERNET MARKETING AGREEMENT (the “Agreement”) is made between PublicCourses, LLC, an Ohio limited liability company (“Publisher”) and the undersigned golf course business (“Membership Course”). In this agreement, any uploaded images, links, content and/or any other material uploaded, referred to, or altered in any way by the Membership Course will be referred to as “Marketing Materials”.

In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Membership Courses

For Membership Courses to market their facilities on this site, each Membership Course must register for a membership. A membership is further described on Exhibit 1. The terms of Exhibit 1 are incorporate herein by reference. Publisher shall use its diligent efforts to provide marketing services related to the membership as described in Exhibit 1. Any marketing materials submitted by Membership Course must be in form and substance acceptable to Publisher. Unacceptable marketing materials shall include materials that are immoral, unlawful and defamatory. Membership Courses must comply with marketing materials criteria as established by Publisher from time to time.

2. Payment

Membership Course shall pay the fee to Publisher, due and payable as indicated herein. An annual Membership Course fee is $59. Payment for an annual membership is due and payable upon acceptance of the terms of this Agreement. Membership fees are nonrefundable.

3. Term

The Term of this Agreement shall be for One Year from the date the Membership Course was approved.

4. Right to Terminate Contract

Publisher may immediately terminate this contract without notice, and without liability to Membership Course, if any marketing materials posted by Membership Course violates Publisher’s marketing materials criteria. In such an event, the Membership Course shall not be entitled to any refund.

5. Force Majeure

Publisher shall not be liable to Membership Course for any failure or delay in its performance due to any cause beyond its control, Internet interruptions, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, government acts, and other similar events. In addition, Publisher shall not be liable for periodic internet and website disruptions, for performance-related issues of the website, or during times of website maintenance.

6. Notices

All notices shall be sent to the following addresses:

Publisher:
Public Courses, LLC
John T. Wallace
Phone: (614) 406-0244
Email: jwallace@PublicCourses.com
Web site: www.PublicCourses.com

Membership Course Information:
Phone: Membership Course phone number in Publisher’s database.
Fax: Membership Course fax number in Publisher’s database.
Email: Membership Course email in Publisher’s database.
Web site: Membership Course’s website as it appears in Publisher’s database.

7. Limitation of Publisher’s Liability

(a) UNDER NO CIRCUMSTANCES SHALL PUBLISHER BE LIABLE TO ANY MEMBERSHIP COURSE OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.

(b) PUBLISHER DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY REGARDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, SUITABILITY, COMPLIANCE WITH LAWS, QUALITY, OR OTHERWISE, WITH RESPECT TO THE PUBLISHER WEBSITE.

(c) IN NO EVENT SHALL PUBLISHER BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO PUBLISHER UNDER SECTION 2 ABOVE.

(d) PUBLISHER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION 7.

8. Indemnity

Membership Courses shall at all times defend, indemnify and hold harmless Publisher and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third- party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the content of Membership Course’s marketing materials served by Publisher pursuant to this Agreement and/or any content to which users can link through those marketing materials.

9. Counterparts and Facsimile Signatures

This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a single instrument. Facsimile and electronic signatures are acceptable and deemed original signatures.

10. Intellectual Property Rights

Neither party will acquire any ownership interest in each other’s intellectual property. Publisher shall have the right to place Membership Course’s logo, tradename and trademark on any marketing material from Membership Courses and to otherwise use such items in connection with the purposes of this Agreement.

11. Miscellaneous

This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement. This Agreement will be deemed entered into in Ohio and will be governed by and interpreted in accordance with the laws of the State of Ohio, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely through confidential binding arbitration in Columbus, Ohio before one arbitrator selected by the American Arbitration Association in accordance with its rules. In the event of any dispute, each party shall bear its own attorneys fees, expert witness fees, and 1⁄2 of the arbitrator fees. The provisions of this Agreement relating to payment of any fees or other amounts owed, indemnification, confidentiality, limitations of liability and intellectual property shall survive any termination or expiration of this Agreement. The terms of this Agreement are the confidential information of Publisher. This Agreement has been negotiated and drafted by both parties, with counsel from both parties reviewing the document. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party. Via Publisher’s website, the Publisher and the Membership Course have electronically executed this Agreement as of the day the Membership Course’s membership is approved.

Description of Membership Course Features:

Membership Course

  1. An area on Publisher’s website to upload up to 16 images with limitations of 2 Megabytes per image and a maximum image width of 1400 pixels per image. One of these images will be selected as the main or featured image for the course.
  2. An area on Publisher’s website to upload up to 2 links to videos created by Membership Course and stored external from the Publisher’s website.
  3. Membership Course shall have their marker appear on the default map as a Featured Course for a minimum of One Month.

Additional Terms.

Membership Course must create the Membership Course’s content in compliance with Publisher’s standards. At no time shall the Membership Course 1) provide inappropriate content (Publisher reserves the right to determine what constitutes the term “inappropriate”), 2) upload copyrighted material of any kind, 3) create links to websites containing inappropriate content, 4) create links to any competitors of the Publisher, and/or 5) upload or post any material referencing in any way (text, links, images or otherwise) any of Publisher’s competitors.

The Membership Course also agrees that all information uploaded to the Publisher’s website (images, video, text, or any other form of content electronic or otherwise) immediately becomes the legal property of the Publisher without reservation and without regards to the Membership Course’s membership to the Publisher’s website.

If a Membership Course fails to meet the Publisher’s standards or terms listed herein, the Membership Course’s membership will be immediately 1) suspended, and/or 2) revoked, at the discretion of the Publisher and Publisher reserves the right to retain the Membership Course’s All marketing content will be placed within an area that is displayed when a visitor to the Publisher’s website clicks on the course locator icon that represents the Membership Course’s physical location on a displayed map.

All Membership Course content will be entered by the Membership Course using Publisher’s website. The maintenance of this information is the responsibility of the Membership Course. The Membership Course is responsible for the security of the Membership Course’s account.