Partner Program Agreement



This Partner Program Agreement (the "Agreement") is entered into as of this day, by and between the registering Golf Course or Golf Business Partner ("Partner"), and The Golf Wish, Inc. (The Golf Wish), an Illinois corporation with offices at 1444 N. Farnsworth Ave., Suite 204, Aurora, Illinois 60505. The Golf Wish and Partner are hereinafter sometimes collectively referred to as the "Parties," and singly as a "Party."

RECITALS

The Golf Wish, Inc. has established The Golf Wish Partner Program to help increase golfing establishment participation throughout the United States and to provide marketing and business development opportunities to its Partners.
The Golf Wish provides a branded Gift Certificate and Gift Card that are sold to consumers and corporations, and that are redeemable through a network of golfing establishments that accept The Golf Wish Gift Certificate and Gift Card as tender for the payment of goods and services.
The Partner wishes to participate in The Golf Wish's Gift Certificate and Gift Card program.

NOW THEREFORE, in consideration of the mutual covenants and promises of the Parties herein contained, such consideration being legally sufficient in all respects, The Golf Wish and Partner covenant and agree as follows:

AGREEMENT

A. The Golf Wish will provide to Partner:

1. Website Listing: A website profile for Partner within The Golf Wish website for a monthly charge of $29.95 or a semi-annual charge of $149.75.
2. Marketing: The Golf Wish will promote the sales of The Golf Wish Gift Certificates and Gift Cards through multiple channels including The Golf Wish website (www.thegolfwish.com), retail outlets, corporate gift programs, and web Affiliates.
3. Gift Certificate/Gift Card Reimbursement: The Golf Wish will reimburse Partner for Gift Card redemptions processed through our online redemption system for total redeemed dollars less a 15% commission with redemption payouts processed twice monthly to respective Partner.


B. The Golf Wish Partner will:

1. Accept The Golf Wish Gift Certificates and Gift Cards: Partner agrees to accept The Golf Wish Gift Certificates and Gift Cards for all products and services at the Partner facility(ies) the same as cash, without exception or exclusion. The Partner is responsible for submitting the redeemed Gift Certificate or Gift Card to The Golf Wish for reimbursement and/or online redemption through The Golf Wish website, whichever is applicable. The Partner acknowledges and agrees that reimbursement is issued for the face value of the Gift Certificate or Gift Card less an 15% commission fee. Any and all sales dollars in the excess of the face value of The Golf Wish Gift Certificate or Gift Card are the Partner's.
2. Abide by The Golf Wish's Fraud Protection Measures. Partner agrees to abide by any fraud protection policies, procedures and devices that The Golf Wish implements from time to time in order to protect both The Golf Wish and Partner from fraudulent use of Gift Certificates and Gift Cards. Partner acknowledges that The Golf Wish reserves the right to change the look of its Gift Certificates and Gift Cards from time to time. The Golf Wish will provide notification to Partner of newly designed Gift Certificates and/or Gift Cards. If Partner is uncertain about the validity of a The Golf Wish Gift Certificate or Gift Card, Partner must call The Golf Wish at 630.375.2009 for clarification before accepting the Gift Certificate or Gift Card. For increased security protection, The Golf Wish safeguards Gift Certificates and Gift Cards by having detailed records of the Gift Certificate and Gift Card number, and value. Partner's failure to abide by such policies, procedures and devices may limit or preclude Partner's reimbursement for any Gift Certificate or Gift Card.


C. Miscellaneous

1. The term of this Agreement is one (1) year commencing from the date of signature and will renew automatically for a successive one (1) year term. Either Party may cancel this agreement upon 30-day written notice to the other Party.
2. All payments due to Partner shall be paid directly to the Partner; The Golf Wish will not make payments to any third party.
3. This Agreement shall be governed and interpreted in accordance with the laws of the State of Illinois. The exclusive jurisdiction for any claim, dispute, or litigation ("litigation") arising out of this Agreement shall be vested in the federal and state courts located in Chicago, Cook County, Illinois, and such courts shall have sole and exclusive jurisdiction over the Parties and the subject matter of any such Litigation. Partner hereby agrees to consent to and hereby waives all arguments or claims regarding venue for such Litigation. The Party that prevails in such Litigation it shall be entitled to collect from the other Party all costs incurred by it in the Litigation including reasonable attorneys' fees plus court costs.
4. The Golf Wish and Partner are independent contractors and neither Party is the legal representative, agent, joint venturer, partner, or employee of the other Party.
5. Either Party may assign this agreement by providing the other Party a 30-day written notice, provided that the assignee agrees to be bound by the terms and conditions of this agreement. In the event of a change in ownership of the Partner, Partner must arrange for the new owner to deliver to The Golf Wish a copy of the relevant documentation memorializing the transaction.
6. The Golf Wish and Partner each agree to preserve and protect the terms and conditions of this Agreement as well as the confidentiality of each other's non-public business information, and will not disclose such confidential information to third parties without prior written consent. This paragraph shall survive the termination or expiration of this Agreement.
7. Each Party shall indemnify, defend and hold the other Party and the other Party's shareholders, owners, officers, directors, partners, agents, employees, affiliates and licensees harmless from and against any and all claims, damages, liabilities, judgments, costs and expenses (including reasonable attorney's fees and court costs) arising out of any breach of its representations or warranties to the other Party, or any material breach of its covenants or agreements made to the other Party hereunder. Partner shall indemnify, defend, and hold The Golf Wish, Inc. harmless from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorney's fees and disbursements) arising out of any action brought by any third party relating to the services provided (or not provided), or actions or (failure to act), of Partner or any of its representatives or any other individual or entity, including, without limitation any action brought in connection with any particular visit to Partner's property. This paragraph shall survive the termination or expiration of this agreement.
8. This Agreement shall be binding upon any successors or heirs or representatives of The Golf Wish.
9. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. This Agreement and any attachments constitutes the entire agreement between The Golf Wish and Partner with respect to the subject matter hereof, and supersedes all prior, whether written or oral, between the Parties with respect to such subject matter.
10. The Golf Wish, Inc. reserves the right to change these terms and conditions at any time by positing such changes to its website. By authorizing each statement below, the Partner agrees to abide by the terms and conditions of this Partner Program Agreement.