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I. GolfNow Standard Terms and Conditions for Products and Services. These Standard Terms and Conditions (the "Terms") and any applicable Additional Terms shall apply to Client's business relationship with GolfNow, LLC ("GolfNow") and any subsidiary or affiliate of GolfNow. For purposes of these Terms, any reference to Client shall mean the legal entity listed as "Client" on the attached Order Form or other similar sales agreement, including applicable addenda (collectively as the "Order Form") between GolfNow and Client. Certain GolfNow products or services may also be subject to additional terms and conditions specific to those products or services as set forth below (the "Additional Terms"), including the following: • SmartPlay Merchant Terms and Conditions; • Answers Reservation Center Terms & Conditions; • Full Swing Terms and Conditions; • Toptracer Terms and Conditions; • ClubBuy Terms and Conditions; • GolfNow Payments Merchant Services Agreement for Sub -Merchants; and • Clubhouse Bulletin Terms and Conditions. These Terms and the Additional Terms shall be subject to and incorporate the terms and conditions of the Order Form (collectively referred to as the "Agreement"). Any capitalized terms used but not otherwise defined in these Terms shall have the respective meanings ascribed to them in the applicable Order Form. The Agreement shall constitute a legally binding agreement by and between Client and GolfNow, and Client accepts and agrees to the terms of the Agreement by executing the attached Order Form or other agreement that references these Terms. In the event GolfNow allows Client to access and/or use any portion of the GolfNow Services following the termination date of the Agreement, the then -current terms and conditions located at https://golf.nbcsoortsnext.com/about/terms-and-conditions/ shall apply to such use. 1. Term and Termination. The Initial Term of this Agreement, along with any applicable Renewal Term, shall be for the period of time as set forth on the attached Order Form (the "Term"), and shall be non -cancellable except as provided herein. Either Party may immediately terminate this Agreement in the event that the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days' written notice of such breach. Furthermore, GolfNow reserves the right to immediately suspend Client's and/or it's Users' access to the Services in the event that either Client or a User, as the case may be, is in breach of this Agreement or engaged in any unauthorized conduct (including any violation of the terms of this Agreement or any applicable law or third party right). Upon termination of this Agreement, Client shall delete and return all Software (including all copies), and sign a statement certifying same. Client agrees and acknowledges that GolfNow has no obligation to retain the Client Data and shall, unless legally prohibited, delete such Client Data in its systems or otherwise in its possession or under its control following termination of the Agreement. 2. GolfNow Services. GolfNow shall provide the Products and/or Services (including any Software) set forth in the applicable Order Form (the "Services"). When applicable, GolfNow shall provide access to Client's tee times through any of its branded websites and mobile apps (including but not limited to GolfNow.com and TeeOff.com), partner or affiliated websites, or any other distribution channel (the "GolfNow Distribution Channels"). Unless agreed upon otherwise, GolfNow shall apply the latest version of the GolfNow Services to the marketing and administration of Client tee times. GolfNow shall notify Client in advance in writing of any updates to the GolfNow Services and will provide appropriate training and/or materials to Client concerning all updates relating to the GolfNow Services in use by Client. Client shall provide GolfNow with access to all of the internal and external systems (including third party systems licensed to Client) necessary for GolfNow to provide the Services. Client shall honor all tee times reserved through the GolfNow Distribution Channels and shall treat all golfers originating from GolfNow Distribution Channels with proper courtesy and respect. Client shall make every effort to maintain its tee time inventory in the most up- to-date manner possible, with proper communication to GolfNow regarding changes in availability, golf course conditions, etc. The Parties shall work cooperatively to minimize double -bookings, cancellations and the like. 3. GolfNow Software. To the extent that GolfNow provides Client with any software under this Agreement, GolfNow grants Client a limited, non-exclusive, non -transferable license to utilize the software as set forth on the included Order Form (the "Software"). Subsequent enhancements, updates, including code corrections and fixes which correct problems with the Software, including any online user instructions and help files ("Documentation"), made available by GolfNow to all subscribing customers for the same offering will be made available to Client at no additional charge. However, any new applications, application modules or enhancements that are not offered generally by GolfNow as part of the purchased Software require renegotiation of terms. GolfNow reserves the right to require mandatory upgrades of the Software as may be necessary, as well as to require Client to utilize alternative and upgraded versions of the Software from time to time (at no extra charge to Client unless Client has consented thereto). This Agreement will apply to any application updates, upgrades and new modules or offerings subsequently provided by GolfNow to Client as part of any purchased Services. GolfNow will provide access, user identification and passwords to a reasonable number of designated Client employees, representatives, consultants, contractors or agents who are authorized to use the Services on behalf of Client (each a "User"). Client understands and acknowledges that all third -party vendors must have a written agreement with GolfNow in order to create any interface with the Software. If Client provides its own hardware (including peripheral equipment) for use with the Software, such hardware must meet or exceed GolfNow's current technical specifications for purposes of compatibility with the Software. Page 1 of 17