MultiCourse
Operator Agreement (“Agreement”)


By and Between:


 


 







OBSports
LLC


 


AND




 





 


Digital
Caddies, Inc.







 


THIS
MultiCourse Operator Agreement
(“Agreement”) is between
OBSports LLC. (“OB”),
and Digital Caddies
US, Inc. (“DCI”). When
referencing OB and
DCI individually, they
may hereinafter be
also referred to
as the “Party.”
When referenced together, they
may hereinafter be
referred to as
the “Parties.”


 


DCI
designs, develops, and
markets a tablet
based app and
web services for
golf course operations
(hereafter collectively revered to
as “Services”) and
OB manages golf
courses throughout the
United States.


 


DCI’s
services utilize a
wirelessly connected 7”
android based tablet
and web based
information services to
provide a broad range
of functionality specifically
targeted to improve
the operation efficiencies
and revenue generating
capabilities at the golf
facility. The Services
also provide golfers
many desirable capabilities
that improve the
golfer experience. Some
key features that benefit
the golf facility
include the ability
to:


		●	Track where
golf carts are
located on the
golf course to
manage pace of
play



		●	Communicate directly
to carts or
groups of carts
from a PC
or other mobile
device through a
messaging service



		●	Create geofencing
so management and/or
golfers can be
automatically alerted if
carts enter a
restricted area



		●	See the history
of where carts
have been driven
for more efficient
maintenance of the
golf course



		●	Alert the beverage
cart if a
golfer wants service
allowing more efficient
distribution of food
items on the
course



		●	Have food items
preordered before the
turn to help
with pace of
play in increase
sales



		●	Promote events
and/or sale items



 


 


The
tablets are installed
on each golf
cart at the
facility and the
web services can
be accessed through
a MAC, PC
or other mobile devices.
There are many
more features that
provide value to
both the golf
course and golfer
alike. A full
list of features can
be provided on
request.


 


DCI
is currently offering
these services to
golf courses with
no financial obligation
required from the
golf course. The
cost of the system
is subsidized through
the placement of
small web/mobile ads
on the tablets
that are specifically
targeted towards the golfer(s)
using the device.
The Service is
presently being launched
and marketed to
golf courses throughout the
United States only
and installations are
expected to begin
in the 2nd
quarter of 2013.


 


OB
through the management
of many courses
throughout the United
States has indicated
they would like
to be the
launch client for DCI
and install the
Services at the
golf courses listed
in Appendix “A”.
It is understood
that the list
does not include all
OB managed facilities
and that additional
courses may be
added to the
list.


 


WHEREAS, 
the  Parties  agree 
to  enter  into 
a  business  relationship 
which  leverages  on 
the  combined  expertise, capabilities,
contacts, knowledge and
services to enable
DCI to properly
plan with their
partners  for the
delivery of DCI Services
to OB Managed
golf facilities listed
in Appendix “A”,
and


 


WHEREAS,
the Parties to
this Agreement agree
that their business
relationship shall take
the form of
DCI, in connection with 
its  partners,  provide 
installation  of  the 
Service,  support,  technical 
expertise,  softwareimprovements  and
enhancements, and


 


WHEREAS,
the Parties to
this Agreement agree
that their business
relationship will also
take the form
of DCI offering
a




    	 



    	 



    

bonus
payment to OB
(“Bonus”) for the
privilege of providing
our Service to
OB managed golf
courses listed in
Appendix “A”


 


 


NOW,
THEREFORE, in recognition
of their mutual
interests and desires
and the premises
set forth above,
the Parties do hereby
manifest by this
Agreement a formal
binding agreement between
the Parties.


 


OVERVIEW
OF DEFINITIVE AGREEMENT.
Subject to the
foregoing, the terms
and conditions for
the Parties to
this Agreement are:


 


OB
will, on a
best efforts basis,
promote DCI Services
to be installed
at their managed
golf facilities listed
in Appendix A. OB
has indicated that
each facility has
approximately 75 golf
carts per 18
holes and completes
an average of
25,000 rounds or more
on golf carts
per year.


 


TERM
The initial term
of the agreement
will be for
36 months with
OB LLC. Agreements
with each golf
facility will be
under the same terms
and will begin
when equipment is
installed at the
golf facility (See
example of DCI
Services Agreement in Exhibit
B).


 


INSTALLATION
DCI or their
affiliates shall install
and configure the
System at OB
golf facilities on
dates mutually agreed upon.


 


ACCEPTANCE
Upon installation of
the System, the
golf facility shall
execute and deliver
a Delivery and
Acceptance Certificate outlining the
Services installed at
the golf course.


 


FEES All
fees for the
System will be
waived for OB
managed golf courses.


 


 


	Installation Fee $50.00/per cart:	 	Waived
	Installations Reservation Cancellation Fee $2,500 Fee:	Waived	 
	Penalties and Interest.	Waived	 


 


BONUS
PAYMENT


 


 


Bonus
Term. During the
period of twelve
months from the
date this Agreement,
DCI will grant
bonus payments listed below
for each OB
Sports managed property
executing a DCI
Services Agreement and
installing the DCI Services
within twelve months
from the date
of this Agreement.


 


Advertising. 
OB will retain
the right to
opt out of
advertising categories and/or
specific advertisers. Additionally
OB will own the
rights to 20%
of the impressions
created on the
system at each
one of their
managed courses. OB will
have the right
to provide those
impressions to whatever
advertiser OB so
chooses, subject to
the approval of DCI.


 


Stock Options.
 DCI shall
provide OB an
Option to purchase
1,000 shares of
DCI Common Stock
for each eighteen hole
equivalent golf course
signing a standard
36 month DCI
Services Agreement. The
Options will have a
strike price of
$0.30/per share and
a vesting schedule
of 30%/30%/40% on
the first, second
and third anniversary of
each individual golf
course installation date.


 


SignUp Fee.
Upon installation DCI
shally provide to
OB $1,500 for
each eighteen hole
equivalent golf course signing
a standard 36
month DCI Services
Agreement.  SignUp Fee
shall be payable
as follows, $500
upon system installation at
each golf course,
$500 on the
oneyear anniversary of
the installation, and
$500 in the twoyear
anniversary.  Should a
golf course terminate
the DCI agreement
prior to the
oneyear anniversary date
of the Agreement for
any reason whatsoever,
OB will remit
back to DCI
said $500 payment.


 


10”
Tablet.  Should DCI
begin to offer
10” tablets to
it’s golf course
partners, DCI will
provide such tablets
to OB properties under
the same terms
and conditions set
forth in this
Agreement. DCI will
remove 7” product
and install 10” product
at it’s own
expense.


 


Governing LAW
The definitive agreement
shall be governed
by the laws
of the State
of Arizona.


 


 


REPRESENTATIONS
AND WARRANTIES.  The
Parties represent and
warrant to the
other party that:
(a) it has
the full right




    	 



    	 



    

and authority
to enter into
and perform this
Agreement; (b) the
person signing this
Agreement on behalf
of that party
has been duly authorized
to do so;


 


Relationship
of Parties Nothing
contained in this
Agreement shall be
construed as creating
a relationship of
employment, agency or partnership
between the Parties.


 


MUTUAL
COOPERATION The Parties
intend to cooperate
with each other
in the pursuit
of business transactions. 
Each Party will furnish
information to the
other, work on
mutually beneficial technical,
and marketing efforts,
and perform other such
activities as may
be reasonably required
to support the
deployment of the
Service.


 


CONFIDENTIALITY.
Any information regarding
this Agreement, or
anything relating to
this Agreement shall
not be released
to the news media
or general public,
without the prior
approval of the
nonreleasing Party; such
approval shall not
be unreasonably withheld. DCI
as a public
entity is obligated
to certain public
disclosure rules and
therefore shall be
required


to
release any and
all material events
in a timely
manner. It is
understood by both
parties that a
mutual press release
shall be issued after June
1st, 2013.


 


PUBLICITY.
DCI is preparing
a multiplatform PR
campaign.  It is
the intention of
DCI to promote
OB as a
lead partner in rolling
out the Players
Network.  DCI will
prepare and distribute
press releases announcing
the OB partnership. 
OB will have approval
rights over the
language included in
the releases.


 


MARKETING 
EXPENSES.  Each Party
will bear all
of its own
expenses, costs, risks,
and liabilities arising
out of any marketing
efforts related to
this Agreement, and
neither Party will
make any claim
or charges against
the other for
such efforts unless mutually
agreed to in
advance of any
such occurrence by
both parties.


 


EFFECTIVE
DATE. The effective
date of this
Agreement is the
signature date written
below.  To accomplish
the Parties’ objectives, this
Agreement shall be
executed prior to
June 1, 2013..
If a Definitive
Agreement is not
executed and delivered on
mutually acceptable terms
by the Parties
by this date,
then the proposed
relationship with DCI
and OB described
in this Agreement shall
terminate.


 


IN
WITNESS WHEREOF, the
Parties hereto have
caused this Agreement
to be executed
in duplicate as
of the date
below written.


 


  


 



    	 



    	 



    













    	 



    	 



    

Appendix B-DCI
Services Agreement







 


DIGITAL
CADDIES, INC. SERVICES AGREEMENT


 


 


This agreement
is made at
(time)  ___________________________________


 


BETWEEN  (Partner):


	Golf Course Name	 
	Golf Course Address	 
	Represented By/Position	 


 


AND:
Digital Caddies US
Inc., corporation legally
incorporated under the
terms of the
Nevada laws, having
its main office at
15051 Kierland Blvd,
Scottsdale, AZ 85254,
USA represented by
Michael Loustalot, President,
duly authorized as they
declare; (hereafter called
« DCI»)


 


WHEREAS the
purpose of the
agreement is to
outline the terms
of the installation
of a wirelessly
connect tablet based network
developed by DCI
for use on
the golf course
operated by Partner
(hereinafter to be
referred to as the
“System”, the individual
components of which
shall hereinafter be
referred to as
the “Products”).


 


AND WHEREAS
the Partner and
DCI desire that
DCI install the
System for use
on the Partner’s
golf course under the
terms and conditions
in this Agreement.


 


NOW
THEREFORE THIS AGREEMENT
WITNESSETH that in
consideration for the
mutual covenants and agreements
contained herein and
for other good
and valuable consideration,
the receipt and
sufficiency of which are
hereby acknowledged, DCI
and the Partner
hereby agree as
follows:


 


TITLE
Title to the
System and all
information developed or
collected in connection
with the use
of the System
is and shall remain
in DCI. DCI
may remove the
System or any
Product at any
time after the
termination of the Term.
All Products are
moveable personal property
and not real
or immovable, even
though affixed to
real property or placed
on a permanent
foundation. The Partner
shall not change
or remove any
insignia, lettering or
other mark placed on
the Products by
DCI.


 


TERM This
Agreement shall continue
for 36 months
after the system
is installed at
Partner’s golf course
and will renew
automatically unless written
notice is given
by either party
at least 60
days prior the
then end of
the term.


 


INSTALLATION
DCI or their
affiliates shall install
and configure the
System at the
Partner’s golf course
at a date to
be mutually agreed
upon.


 


ACCEPTANCE Upon
installation of the
System, the Partner
shall execute and
return a Delivery
and Acceptance Certificate outlining
the Products installed
at the golf
course.


 


ADVERTISING 
IMPRESSIONSDCI  agrees  to
provide Partner 10%
of the ad
impressions generated on
the tablets.  The Partner
has the right
to use these
impressions as they
so choose, including
selling impressions to an
advertiser of their
choosing.  DCI must
approve Partner’s advertiser,
such approval will
not be unreasonably withheld. 
The Partner must
provide all creative
needed for the
advertisement at their
own expense.




    	 



    	 



    

ADVERTISING
APPROVAL  Partner acknowledges
that DCI’s source
of income is
driven by advertising
revenue collected from advertisers
who deliver ads
to DCI’s tablet
based network.  Partner
agrees that all
income derived from this
activity is the
property of DCI. 
With acceptance of
the delivery of
the network to
Partner’s golf cart
fleet, Partner  expressly  approves
 all  advertisers 
that  advertise on  the DCI network.Partner
 may  prohibit advertisements
from any direct
competitor or from
advertiser the Partner
deems morally offensive.


 


FEES By executing this agreement prior to
_________________, all fees will be waived.  There will be no required
payment from the Partner.


 


 


Installation
Fee $50.00/per cart:                                                       __________________


 


Installations
Reservation Cancellation Fee
$2,500:                                   __________________


 


Penalties
and Interest.                                                                                            __________________


 


 


REPRESENTATIONS
AND WARRANTIES Each
party represents and
warrants to the
other party that:
(a) it has the
full right and
authority to enter
into and perform
this Agreement; (b)
the person signing
this Agreement on behalf
of that party
has been duly
authorized to do
so; (c) entry
into and performance
of this Agreement
does not require any
consents or approvals
not obtained, nor
does it violate
any agreements to
which such party
is a party; and
(d) this Agreement
constitutes a valid,
binding and enforceable
obligation of such party.


 


ADDITIONAL
OBLIGATIONS


Duty
of Care.  The
Partner (a) shall
exercise reasonable care
with respect to
its possession and
use of the System
and all Products;
(b) shall not
alter the System
or any Product;
and (c) shall
use its best
efforts to avoid damaging
any and all
Product.


Loss
or Damage. DCI
shall insure damage
to the Products,
other than that
arising from ordinary
wear and tear, in
an amount no
more than 10%
of the Products
outlined in Exhibit
A. If the
Products, as described
on Exhibit A, are
lost or damaged
other than as
arises from ordinary
wear and tear,
and in excess
of the aforementioned insurance,
then the Partner
shall purchase replacement
Products from DCI
at a cost
as per Exhibit A.


Indemnification.Each 
party  (the  “Indemnifying
 Party”)  shall 
indemnify,  defend,  protect 
and  hold harmless the
other party, its
respective directors, officers,
employees, shareholders, agents,
successors and permitted assigns
(the “Indemnified Party”),
from and against
all liabilities, damages
and costs, including reasonable
legal fees, incurred
by the Indemnified
Party as a
result of a
misrepresentation or breach
of this Agreement by
the Indemnifying Party.


Nondisclosure.The
Partner hereby acknowledges
and agrees that
the terms of
this Agreement are
strictly confidential and the
Partner shall not
disclose the terms
of this Agreement
to any person
or other entity.


 


MAINTENANCE 
DCI shall maintain
and repair the
System as needed.
DCI will train
Partner staff and
leave spare replacement parts
to ensure a
quick turnaround time
for repairs to
be completed.  Should
staff not be
able to repair the
system, DCI will
provide support via
telephone/email or web. 
If required, DCI
will dispatch personnel
to the site.


 


DEFAULTS
The occurrence of
any one or
more of the
following events shall
constitute a material
default and breach of
this Agreement by
the Partner (“Event
of Default”).


Misuse. 
The Partner fails
to use reasonable
care with respect
to the System
or any Product
and such failure continues
for THIRTY (30)
or more calendar
days after DCI
gives written notice
to the Partner
of such.


 


DCI’s
REMEDIES In addition
to any other
legal or equitable
remedy permitted by
law, upon an
Event of Default, DCI
shall have the
right to terminate
this Agreement and
to retrieve all
products and/or payment
for replacement value of
the products as
outlined in Exhibit
A.


 


PARTNERS
REMEDIES  If DCI
fails to perform
its obligations under
this Agreement, the
Partner shall give
written




    	 



    	 



    

notice
to DCI setting
forth in reasonable
detail the nature
of the breach
(the “Notice”). If
DCI does not
cure the breach within
THIRTY (30) calendar
days following receipt
of the Notice,
the Partner shall
have the right
to terminate this Agreement;
provided, however, that
if DCI is
unable, acting reasonably,
to remedy the
breach within THIRTY (30)
calendar days, a
THIRTY (30) day
period shall be
extended for as
long as DCI
diligently pursues such corrective
action in a
prompt and reasonable
manner.


 


NO REMOVAL
 The Partner
shall not remove
or attempt to
remove any Product
from its golf
course without the prior
written consent of
DCI.


 


ASSINGMENT
DCI may assign
any or all
of its rights,
and obligations hereunder
after written notice
to the Partner. The
Partner shall not
assign or transfer,
whether voluntarily or
involuntarily, its interest
under this Agreement without
first obtaining DCI’s
prior written consent
in each instance,
which consent from
DCI will not
be unreasonably withheld.  Any
attempted transfer without
DCI’s prior written
consent shall be
null and void.


 


SEVERABILITY 
If any provision
of this Agreement
is deemed invalid
or unenforceable to
any extent by
a court of competent
jurisdiction then the
remainder of this
Agreement and the
affected provision, to
the extent it
is not held invalid,
shall be valid
and enforceable to
the fullest extent
permitted by law.


 


GOVERNING
LAW  This Agreement
shall be governed
by the laws
of the State
of Arizona.


 


 


RELATIONSHIP 
OF  THE  PARTIESNothing 
contained  in  this 
Agreement  shall be
construed as creating
a relationship of employment,
agency or partnership
between DCI and
the Partner.


 


IN
WITNESS WHEREOF, the
parties have caused
this Agreement to
be executed:


 


 


	DCI:		Partner:
	By:		By:



 


 


	Name:	Michael Loustalot	Name:
	Title:	President	Title:









    	 



    	 



    

Exhibit A


 


 


Course Information:


 


	Number of Holes	 
	Number of Golf Carts	 
	Make/Model of Golf Carts	 
	Gas or Electric	 
	Cart Lease End Date	 
	Number of Rounds on Carts per Year	 
	Other specifics	 


 


 


Equipment
required (subject to
change)


 


	#	Equipment	Replacement Cost
	 	Tablets Required	$299
	 	Cart Mounts and related equipment	$149


 


Detailed
Contact Information:


 


 


	Administrative Contact Name:	Course ‘Champion’ Contact Name:
	Position:	Position:
	Email:	Email:
	Phone :	Phone :
	Mobile Phone:	Mobile Phone:
	Notes	Notes




    	 



    	 



    




This page
is intentionally blank.