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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 />SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
<br />WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
<br />PURPOSE, ACCURACY, QUIET ENJOYMENT, NON -INFRINGEMENT AND FREEDOM FROM VIRUS. EZLINKS DOES NOT
<br />WARRANT AGAINST INTERFERENCE WITH CLIENT'S ENJOYMENT OF THE HARDWARE, SOFTWARE AND SERVICES, OR
<br />THAT THE HARDWARE, SOFTWARE AND SERVICES WILL MEET CLIENT'S REQUIREMENTS, THAT THE OPERATION OF THE
<br />HARDWARE OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR -FREE, THAT ANY SERVICE WILL CONTINUE TO BE
<br />MADE AVAILABLE, THAT DEFECTS IN THE HARDWARE, SOFTWARE AND SERVICES WILL BE CORRECTED, OR THAT THE
<br />HARDWARE, SOFTWARE AND SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE,
<br />APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THE HARDWARE AND SOFTWARE MAY AFFECT THE
<br />USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.
<br />11. Limitation of Liability: IN NO EVENT WILL EZLINKS BE LIABLE FOR PERSONAL INJURY, ANY NON-COMPLIANCE WITH
<br />PCI -DSS, OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
<br />WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA,
<br />SECURITY BREACH, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER
<br />COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CLIENT'S USE OF OR INABILITY TO USE THE
<br />HARDWARE, SOFTWARE OR SERVICES, OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE
<br />HARDWARE, SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT,
<br />TORT OR OTHERWISE) AND EVEN IF EZLINKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
<br />FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF,
<br />NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON EZLINKS, THEN EZLINKS' TOTAL LIABILITY FOR ANY OR ALL OF
<br />CLIENT'S LOSSES OR INJURIES FROM EZLINKS' ACTS OR OMISSIONS UNDER THIS AGREEMENT, REGARDLESS OF THE
<br />NATURE OF SUCH CLAIM, WILL NOT EXCEED THE AMOUNT PAID BY CLIENT TO EZLINKS UNDER THIS AGREEMENT FOR
<br />THE PARTICULAR SOFTWARE, HARDWARE OR SERVICES THAT ARE THE SUBJECT OF THE CLAIM DURING THE SIX
<br />MONTH PERIOD PRECEDING THE DATE SUCH CLAIM AROSE.
<br />12. Audit: During the Term and for a period of four (4) years thereafter, Client will retain all records pertaining to the performance of
<br />its obligations under this Agreement and will permit EZLinks to inspect such records upon reasonable advance notice at any time, but in
<br />no event more frequently than once in each calendar year, for the period such records are retained pursuant to this section.
<br />13. Taxes: Client represents and warrants that it will be responsible for the payment of all taxes it may incur in connection with the
<br />performance of this Agreement or use of Services and that it will, as required by applicable laws, collect and remit, all applicable taxes,
<br />including, without limitation for End Users' tee times and other purchases at its course(s). Client will indemnify, defend and hold
<br />EZLinks harmless from any liability incurred by EZLinks in connection with Client's failure to comply with this Taxes provision.
<br />14. Miscellaneous: Unless otherwise expressly stated in a SOW, the SOW will be governed by this Agreement and in the event of a
<br />conflict between this Agreement and a SOW, the terms of this Agreement shall govern. Neither party will be held responsible for any
<br />delay or failure in performance of any part of this Agreement to the extent it is caused by circumstances beyond its control. All notices
<br />under this Agreement must be in writing and will be sufficient if delivered personally or sent by overnight courier or by certified mail,
<br />postage prepaid, return receipt requested, to the addresses set forth at the beginning of this Agreement or in a SOW. All rights and
<br />remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the
<br />parties. The waiver by either party of any breach of this Agreement will not be construed to be a waiver of any succeeding breach.
<br />Neither party may assign this Agreement without the prior written consent of the other party unless, with advance written notice, to a
<br />controlled subsidiary of that party or a purchaser of all or substantially all of that party's assets. The rights and obligations of this
<br />Agreement shall bind and benefit any permitted successors or assigns of the parties. The performance by EZLinks of its duties and
<br />obligations under this Agreement will be that of an independent contractor, and nothing herein will create or imply an agency
<br />relationship between EZLinks and Client. This Agreement is governed in all respects by the laws of the State of Illinois without regard to
<br />conflict of law provisions. Each party exclusively submits to the personal jurisdiction of the courts located within Cook County, Illinois.
<br />This Agreement may be modified only by a written instrument executed by authorized representatives of the parties. Any provision of
<br />this Agreement that is declared by a court to be invalid or unenforceable shall be ineffective only to the extent of such invalidity or
<br />unenforceability without invalidating or rendering unenforceable the remaining provisions hereof. Any such invalidity or unenforceability
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