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9. Trade Time Definitions.
<br />(i) Trade Time with Rolling Terms: A single 'Trade Time' is defined as four (4) individual 9 -hole or 18 -hole rounds (as applicable) (with
<br />or without cart), with player rule one to four (1-4), made available for sale by GolfNow for its own benefit. Each Trade Time shall be made available
<br />for sale beginning on the first day of the month and will be made available on subsequent days throughout the month until a maximum of thirty-
<br />one (31) Trade Times (or 124 individual 9 -hole or 18 -hole trade rounds) have been sold each month. Any Trade Time that 'rolls' to a subsequent
<br />day may be posted at any time during that day's Bookable Window, regardless of the Trade Load Time. GolfNow shall have the ability to sell
<br />Trade Times at a price that is at the discretion of GolfNow (except where mutually agreed upon otherwise). Trade Times shall be available for
<br />purchase on Client's website and GolfNow's Distribution Channels.
<br />(ii) Trade Time with Non -Rolling Terms: A single 'Trade Time' is defined as four (4) individual 9 -hole or 18 -hole rounds (as applicable)
<br />(with or without cart), with player rule one to four (1-4), made available for sale by GolfNow for its own benefit. GolfNow shall have the ability to
<br />sell Trade Times at a price that is at the discretion of GolfNow (except where mutually agreed upon). Trade Times shall be available for purchase
<br />on Client's website and GolfNow's Distribution Channels.
<br />(iii) Trade Time Posting. The tee times of the individual 9 -hole or 18 -hole rounds (as applicable) provided as Trade Times shall be
<br />posted during the Bookable Window (defined below), or at the specified Trade Load Time(s) set forth in the Order Form. "Bookable Window"
<br />shall mean any time throughout the day unless a specified Bookable Window is defined otherwise in the Order Form. For the avoidance of doubt,
<br />if the Order Form includes specified Trade Load Time(s), but not a defined Bookable Window, the applicable Bookable Window shall be any time
<br />throughout the day. In addition to the above, GolfNow may also offer Trade Times for sale as "Pay Now & Save" tee times at any time throughout
<br />the Bookable Window. For the avoidance of doubt, once a Trade Time has been sold as a "Pay Now & Save," it will be removed from the applicable
<br />Trade Load Time or Bookable Window.
<br />(iv) Smart Trade (TeeOff.com only): If noted on the Order Form, GolfNow may employ the "Smart Trade" system for selling Trade
<br />Times, whereby the tee time inventory shall include "auto -switching" the Trade Time inventory from floating time slots to a fixed time slot if the
<br />target window becomes more than 80% booked.
<br />(v) Availability. In the event a Trade Time (full or partial), Trade Load Time, or Bookable Window becomes unavailable on a given day
<br />for any reason, including but not limited to weather, a scheduled outing/event, over -seeding, course maintenance, or the tee time was sold by
<br />Client outside of GolfNow's Distribution Channels, GolfNow may re -post the applicable Trade Times or individual tee times at any available time(s)
<br />during the Bookable Window on either the same day or earlier/subsequentdate(s).
<br />10. Trade Over -Sell. In the event that GolfNow inadvertently oversells trade rounds due to a technology or interface error, GolfNow shall block
<br />future trade rounds to make up for such oversell. If the oversold rounds are valued at more than One Thousand Dollars ($1,000), GolfNow agrees
<br />to issue a refund check to Client. For the avoidance of doubt, if the oversold rounds are valued at less than One Thousand Dollars ($1,000),
<br />GolfNow shall reimburse Client via future blocked trade rounds.
<br />11. Acceptable Use. Client shall use the Services in accordance with the Documentation and this Agreement for purposes of operating its
<br />business and not for further resale or distribution. Client shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time
<br />share or otherwise commercially exploit or make the Services available to any third party (other than Users and Client End Users as expressly
<br />authorized by this Agreement); (ii) use the Services to collect, transmit or process (a) infringing, offensive, obscene, threatening, libelous, or
<br />otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; or (b) send, store, publish,
<br />post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that
<br />are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property
<br />of another; (iii) interfere with or disrupt the integrity or performance of the Services or any of GolfNow's and/or its licensors' proprietary technology,
<br />including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, the Documentation, training
<br />materials, templates, and other tangible or intangible technical material or information and any components thereof, used by GolfNow or its third
<br />party licensors and providers to provide the Services (referred to herein as "GolfNow Technology'); or (iv) attempt to gain unauthorized access
<br />to the GolfNow Technology or Services; (v) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to
<br />penetrate or ascertain the security of the Services or the GolfNow Technology; (vi) access the Software or GolfNow Technology for the purpose
<br />of building a similar or competitive offering; (vii) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or
<br />decompile the Services or GolfNow Technology or any part thereof or otherwise attempt to discover any source code or modify the Services or
<br />GolfNow Technology. Client shall: (i) notify GolfNow customer support as promptly as practicable by email, fax or telephone of any unauthorized
<br />use of any password or account or any other known or suspected breach of security; (ii) report to GolfNow as promptly as practicable and use
<br />reasonable efforts to stop immediately any copying or distribution of any Client proprietary information or Client Data that is known or suspected
<br />by Client or Users through the Services; and (iii) not impersonate another User or provide false identity information to gain access to or use the
<br />Services. Client is responsible for all its Users' compliance with this Agreement, for charges incurred by its Users under Client's account, and for
<br />using commercially reasonable efforts to ensure that its Users maintain the confidentiality of their passwords and user names. Certain editions of
<br />the Services offer integration capabilities via an application programming interface, or API. The number of API calls Client can make per account
<br />at no additional charge is limited (excluding calls resulting from use of GolfNow End User applications, golfnow.com, and GolfNow- certified
<br />applications) to an aggregate maximum of two hundred thousand (200,000) calls/day/account. Calls to the API that exceed the daily maximums
<br />in the preceding sentence may require payment of additional charges.
<br />12. End Users; Privacy Policies and Terms of Use. End users of the Services shall be either: (1) GolfNow account holders who interact with
<br />Client via their GOIfNow account ("GolfNow Account User(s)"; e.g. Golfer who uses their GOIfNow account to reserve tee time through a GolfNow
<br />Booking Engine on Client's website); or (2) any other individual or company who interacts with the Services for purposes of conducting business
<br />with Client ("Client End User(s)") (collectively, "End User(s)"). Client acknowledges and agrees that Client shall be solely responsible
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