VIRTUAL GOLF COURSE – LICENSE TERMS

These license terms are applicable to anyone having signed a Virtual Golf Course agreement with Trackman A/S or Trackman Inc.

1. Time schedule

Trackman and the Customer will use commercially reasonable efforts to ensure that key ac-tions and deliverables are completed according to the agreed time schedule.

The Services shall be deemed delivered (the "Delivery") to the Customer upon Trackman's written notification to the Customer that the Services have been made available.

2. License type

The Customer hereby grants Trackman a royalty free license to use the Rendering, including the name of the Facility, in all Trackman apps, software programs, and commercial services, including but not limited to the Trackman Basic Range App, Trackman Simulator, the Trackman Tournament platform, any type of Broadcast use, and any software programs of sub-licensees. This provides Trackman with the option (but not the obligation) to make the Rendering available to users of Trackman products, worldwide.

THE EXTENT OF THESE TERMS MAY BE UPDATED OVER TIME. PLEASE ALWAYS REFER TO THIS SECTION TO REVIEW THE LATEST APPLICABLE SCOPE.

The license is non-terminable for an initial term from the Time of Completion (“the Initial Term"). The Initial Term is automatically extended with periods of 12 months at the end of the Initial Term and on each annual anniversary hereafter.

3. Terms of Payment

All amounts are exclusive of any VAT, taxes, or duties (e.g. sales tax or import duties).

4. Consequences of termination

Any rights granted by the Customer to Trackman under section 2, if any, shall terminate and Trackman shall remove the Rendering from all Trackman apps and Trackman software not later than on the effective date of any termination in accordance with section 2, unless otherwise agreed by the Parties.

5. Confidentiality

All information and any physical material provided by Trackman to the Customer, including information in connection with the execution and completion of the Services shall be considered confidential information of Trackman, except for information which (i) at the time of the disclosure is in public domain or (ii) after disclosure is published or otherwise becomes part of the public domain through no default or breach of this agreement. The Customer agrees to treat any confidential information of Trackman as strictly confidential and not to disclose such information except as required by law or as otherwise permitted under this agreement. The Customer's confidentiality obligation shall survive termination of this agreement (whatever the cause).

6. General limitations of liability

Trackman shall in no event be liable for any loss or damage arising, directly or indirectly, from the use of the Services provided by Trackman, including any product liability, and/or for any indirect or consequential loss or damages of any nature whatsoever, including but not limited to loss of profits, loss of interest or other losses sustained by the Customer or third parties arising out of the use or inability to use the Services.

Trackman's aggregate liability whether in contract, warranty, tort or otherwise, arising out of or connected with the performance or non-performance of this agreement shall in no event exceed the amount paid by the Customer pursuant to this agreement.

7. Force Majeure

The following circumstances shall be considered as grounds for relief if they impede the performance of this agreement or make performance unreasonably onerous: industrial disputes and any other circumstances beyond the control of the parties such as fire, war, acts of God, mobilization or military call up of a comparable scope, seizure, currency restrictions, shortage or failure of transport, general shortage of materials, restrictions in use of power and defects or delays in deliveries by subcontractors and labour disputes.

Notwithstanding the above, either party shall be entitled to immediately terminate this agreement by notice in writing to the other party if performance of this agreement is delayed more than 3 months by reason of any grounds of relief as described above. In case of termination: (a) Trackman shall immediately cease all further work; (b) Trackman shall leave the Facility; and (c) Trackman shall remain entitled to Sign-On Fee.

8. Termination for cause

Either Party shall at any time be entitled to terminate the agreement by prior written notice with immediate effect in the event that:

(a) the other Party is in material default of its obligations under the agreement (including, for the avoidance of doubt, of any and all default of a payment obligation) and fails to fully remedy the default within 14 calendar days following receipt of written notice describing in reasonable detail such default; or

(b) the other Party has filed for insolvency, is declared bankrupt, or is adjudicated or found to be, insolvent or stops or suspends payments of its respective debts or is un-able to or admits inability to pay its respective debts as they fall due or proposes or enters into any voluntary arrangement or any composition or other arrangement for the benefit of its creditors generally or proceedings are commenced in relation to such Party under any law regulation or procedure relating to reconstruction or adjustment of debt.

9. Indemnification

Under no circumstances shall Trackman be liable for any act, omission, contract, debt, or other obligation of any kind of the Customer or any salesman, employee, agent, or other per-son acting for or on behalf of the Customer. The Customer shall indemnify and hold Trackman harmless from any and all claims, liabilities, losses, damages or expenses (including reason-able attorneys, fees and costs) arising directly or indirectly from, as a result of, or in connection with, the Customer's operation of its business.

10. Sub-contractors

Trackman is entitled to use subcontractors, provided that Trackman shall be responsible for the acts or defaults of any subcontractor as if they were acts or defaults of Trackman and Trackman shall ensure that its subcontractors perform all work in a good and workmanlike manner consistent with the work of Trackman’s direct employees.

11. Assignment

The agreement and the rights and obligations thereunder may not be assigned, in whole or in part, by the Customer without the consent of Trackman or by operation of law.

12. Governing law and Venue

This agreement shall be governed by and constructed in accordance with the laws of Denmark, excluding its provisions concerning private international law. The District Court in Copenhagen (Københavns Byret) shall have exclusive jurisdiction with respect to any dispute arising out of or in connection with this Agreement.

Notwithstanding the above, Trackman shall have the right to commence enforcement procedures concurrently with or in addition to proceedings in Denmark or without commencing proceedings in Denmark.