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DocuSign Envelope ID: 68FOCDC9-7945-4B6C-8BEE-3525B423E3ED
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<br />EZLinks Golf LLC
<br />EZLinks Golf LLC
<br />401 S LaSalle St, Suite 302
<br />Chicago, IL 60605
<br />Fax: 312.913.6905
<br />A. A SOW may expire or be terminated in accordance with its terms. Unless terminated earlier as provided in this Agreement
<br />or as otherwise expressly agreed in an applicable SOW, the initial term of the SOW (the "Initial Term") shall be thirty six (36)
<br />months and will automatically renew for periods of twelve (12) months (each, a "Renewal Term") unless either party provides
<br />written notice at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term of that party's intention that
<br />the Agreement not be renewed. Either party may terminate a SOW for material breach of this Agreement or the applicable
<br />SOW, provided, however, that the non -breaching party has given the other party at least sixty (60) days written notice of and the
<br />opportunity to cure the breach. Should Client elect not to cure such material breach, EZLinks will assume ownership rights of
<br />Client End User Data referenced in Section 4.13i. Termination for breach will not alter or affect the terminating party's right to
<br />exercise any other remedies for breach. Upon expiration or termination of this Agreement or applicable SOW, all licenses
<br />granted under this Agreement will likewise terminate.
<br />B. Effect of Termination/Expiration: Upon any termination or expiration of this Agreement for any reason, Client will:
<br />i. Immediately cease using the Software and any other EZLinks materials;
<br />ii. Return, purge or destroy (as directed by EZLinks) all Software and other EZLinks materials and certify to EZLinks in
<br />writing that all such copies have been surrendered or destroyed in accordance with the foregoing;
<br />iii. Pay to EZLinks any fees due and owing under this Agreement or any SOW as of the effective date of termination;
<br />and
<br />iv. Cooperate with EZLinks for the retrieval of any Hardware at Client's premises.
<br />v. Any obligations and duties that, by their nature, extend beyond the expiration or termination of this Agreement will
<br />survive the expiration or termination of this Agreement, including without limitation, payment of fees and charges,
<br />indemnification and confidentiality obligations.
<br />vi. In the event of a breach of this Agreement by Client leading to its termination by EZLinks, Client shall be solely
<br />responsible for any costs or damages associated with return of EZLinks' Hardware.
<br />vii. Upon the natural expiration or non -renewal of this Agreement or any SOW, EZLinks will provide to Client shipping
<br />instructions which Client will follow to return any Hardware. EZLinks will pay for all return shipping in this instance.
<br />8. Indemnification: Each party will defend, indemnify and hold the other party, its employees, agents, representatives, successors
<br />and assigns harmless from and against any and all judgments, costs, damages, claims, causes of action and expenses (including
<br />reasonable outside attorneys' fees) or settlement thereof in connection with or arising from any third party claim based upon the breach
<br />or alleged breach of this Agreement. Client will defend, indemnify and hold harmless EZLinks, its employees, agents, representatives,
<br />successors and assigns from and against any and all claims, judgments, costs, damages, causes of action and expenses (including
<br />reasonable attorneys' fees) resulting from or arising out of: any action taken by EZLinks at the direction of Client; any content or
<br />materials provided by Client, including, without limitation, any pricing or advertisements; the Client's implementation of or reliance on
<br />any advice or counseling from EZLinks (e.g. revenue or pricing recommendations or marketing copy); any injuries to persons (including
<br />death) and damage to property caused by the acts or omissions of Client, its employees, agents, servants or representatives; Client or
<br />a Third Party authorized to access a Third -Party Interface being denied access to the INT, ETN and/or EPOS, including, without
<br />limitation, any claims that EZLinks caused or induced a breach of contract or other obligation between Client and a Third Party; any
<br />third -party claims of infringement of intellectual property rights; or misappropriation or use in contrast to the purpose described in a
<br />SOW of any Software or hardware.
<br />9. Insurance: During the Term, Client will maintain insurance with limits sufficient to cover any potential loss or damage up to the full
<br />value of all Hardware, Software and data provided by EZLinks to Client under this Agreement. Client will furnish to EZLinks upon
<br />request, original Certificates of Insurance evidencing the required coverage to be in force during the term of this Agreement and
<br />applicable SOW.
<br />10. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, USE OF THE HARDWARE, SOFTWARE AND
<br />SERVICES IS AT CLIENT'S SOLE RISK AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY
<br />AND EFFORT IS WITH CLIENT. THE HARDWARE, SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE",
<br />WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND EZLINKS AND EZLINKS' LICENSORS (COLLECTIVELY
<br />REFERRE O AS "EZLINKS") DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE HARDWARE,
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