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15. Websites and Mobile Apps. In the event that GolfNow provides Client with a custom Website or Mobile App (the "Websites & Apps") as
<br />part of the Services, Client acknowledges and agrees that Client, and not GolfNow, shall be responsible for: (i) any and all content (i.e., images,
<br />video, text, etc.) and third -party links, including any social media accounts or activity (i.e. Facebook, Twitter, YouTube, etc.), uploaded and/or
<br />published to the Websites & Apps by Client directly or provided to GolfNow for upload and/or publishing on Client's behalf; (ii) any and all additions,
<br />deletions, edits, or changes made to the Websites & Apps by Client directly or by GolfNow at Client's direction; (iii) the accessibility to disabled
<br />persons of any and all content (i.e., images, video, text, etc.), third -party links, or third -party features, services, or functionality uploaded or
<br />published to, or included in, the Websites & Apps by Client directly or by GolfNow at Client's direction; (iv) any and all representations made to
<br />End Users by Client through the Websites & Apps; (v) any and all communications between Client and End Users made or initiated through the
<br />Websites & Apps; (vi) any and all products/services of Client offered or advertised through the Websites & Apps; and (vii) any and all third -party
<br />software or services utilized by Client relating to the Websites & Apps not provided by GolfNow. Pursuant to Section 12 above, Client, and not
<br />GolfNow, shall be responsible for providing the privacy policy and terms of use for Client's Website(s), which shall be separate and distinct from
<br />GolfNow's privacy policy and terms of use applicable to the Mobile Apps and GolfNow Account Users. Client acknowledges and agrees that the
<br />Websites & Apps are part of the Services licensed to Client for the Term of the Agreement, and that upon termination of the Agreement, the
<br />Websites & Apps, and any other services relating to the Websites & Apps provided by GolfNow, including but not limited to domain name, hosting,
<br />and email, will be immediately taken down and/or turned off, along with Client's access to the Websites & Apps and any related services. Unless
<br />agreed upon otherwise, all content created by GolfNow for the Websites & Apps shall remain the property of GolfNow and may not be used by
<br />Client following the termination of this Agreement. Client is solely responsible for creating copies or backups of all Client -owned content or data
<br />from the Websites & Apps prior to termination, and in no event shall GolfNow be responsible for the loss of any of Client's data following the
<br />termination of this Agreement. For purposes of this Section, "Client" shall include any Users, employees, vendors, agents and other personnel of
<br />Client.
<br />16. Intellectual Property.
<br />(i) Client Intellectual Property Rights. Client hereby grants GolfNow during the Term a revocable, limited, non-exclusive, royalty -free,
<br />worldwide license to use certain materials provided by Client, including but not limited to golf course information, logos, branding, images, and
<br />video (the "Client Materials"), as may be necessary for GOIfNow to: (i) provide the Services to Client; (ii) aggregate Client usage data as set forth
<br />above; and (iii) to promote Client and provide the marketing services contemplated herein. Client retains all right, title and interest, including all
<br />related intellectual property rights, in and to the Client Materials. Client represents and warrants that any Client Materials provided to GolfNow
<br />and/or, if applicable, uploaded to Client's Websites & Apps during the Term will be fully cleared (e.g. for copyrights, rights of publicity, etc.) for
<br />commercial use in all mediums (including, without limitation, on the internet, in print, and via mobile distribution channels).
<br />(ii) GolfNow Intellectual Property Rights. GolfNow and its licensors retain all right, title and interest, including all related intellectual
<br />property rights, in and to the GolfNow Services, Software, Technology, and Documentation. This Agreement is not a sale and does not convey
<br />to Client any rights of ownership in or related to the GolfNow Products, Services, Software, or Technology. Any GolfNow-related names, logos,
<br />and the product or service names associated with the Services are trademarks of GolfNow or its licensors or other affiliated third parties, and no
<br />right or license shall be deemed granted to use them to Client, any End User, or any other third party without the prior, express written consent
<br />of GolfNow. GolfNow shall be free to use or incorporate and permit its third party licensors to use or incorporate into the GolfNow Technology
<br />and/or Services any suggestions, enhancement requests, recommendations or other feedback provided by Client and End Users relating to the
<br />GolfNow Services, and all such recommendations shall be free from any confidentiality restrictions that might otherwise be imposed upon GolfNow
<br />hereunder, all of which once incorporated shall be the sole and exclusive property of GolfNow and its licensors.
<br />17. Confidentiality.
<br />(i) Definition. "Confidential Information" means all non-public information of a Party ("Disclosing Party") disclosed to the other Party under
<br />this Agreement ("Receiving Party'), whether orally or in writing and whether or not designated as confidential at the time of disclosure, including
<br />without limitation the terms and conditions of this Agreement (including pricing and other terms), business information, specifications, research,
<br />software (in the case of GolfNow, including but not limited to, the GOIfNow Technology, flow of screens, and Documentation), trade secrets,
<br />designs, drawings, flow charts, data, computer programs, marketing plans, budget figures, and other financial and business information of the
<br />Disclosing Party, and Client Data.
<br />(ii) Treatment of Confidential Information. Except with the Disclosing Party's permission, the Receiving Party shall not use any
<br />Confidential Information of the Disclosing Party for any purpose other the performance of the Receiving Party's obligations under this Agreement,
<br />and shall not disclose the Confidential Information to any third party other than its contractors or authorized representatives who are subject to
<br />binding obligations of confidence substantially similar to those set forth in this Agreement and solely for the purposes of this Agreement.
<br />(iii) Permitted Disclosure. The obligation of nondisclosure set forth herein shall not apply to any Confidential Information that: (a) is or
<br />becomes publicly available without a breach of any obligation owed to the Disclosing Party, including, by way of example but not limitation, the
<br />posting of Client materials or Client Data by Client, Users or End Users on any publicly -available portions of the Services; (b) is already known to
<br />the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party; (c)
<br />following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to the
<br />Disclosing Party; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential
<br />Information (except for patentable subject matter, which shall not be subject to this exception); or (e) the Receiving Party is required to disclose
<br />by any applicable law, by any rule or regulation of any court or government agency of competent jurisdiction, or pursuant to legal process; provided
<br />that the Receiving Party provides the Disclosing Party with prompt written notice of the requirement to disclose, reasonable assistance in the
<br />opposing or limiting of such disclosure and limits such disclosure to that strictly required by such court, government agency or legal process; (f)
<br />is a permitted aggregation of data.
<br />(iv) Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and
<br />irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available
<br />remedies, to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary
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