End User Licence Agreement (EULA)

GOLFWOD Ltd

IMPORTANT NOTES

This EULA covers use and access of The GOLFWOD App is a mobile app, designed to deliver

specific video content with user engagement via scoring and text input. The GOLFWOD App as

distributed via both Apple and Google app stores delivering curated, instructional content via it's

own creation of intellectual property. Users engage with this content, use the app for guidance and

take full responsibility for their own actions related to everything within the GOLFWOD App.,

referred to in this document as the “Software”. This EULA also covers the content of the Software

and any associated literature.

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Please ensure that you read the terms of this EULA carefully before purchasing, using and

accessing the Software. Your use, and access of, the Software is subject to the terms set out in this

EULA.

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There are important terms in this EULA such as terms which limit and exclude our liability to you

and obligations you have when using the Software. It is therefore important that you read them

carefully.

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Any use, reproduction, or redistribution of the Software that is not in accordance with the terms of

this EULA is expressly prohibited.

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Personal data that we collect in the course of your use, and access, of the Software shall be treated

in accordance with our privacy policy which is available at https://www.golfwod.app/terms-andconditions.

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1 INTRODUCTION

1.1 We are GOLFWOD Ltd registered in England and Wales under company number 12013074 with

our office at DRVN Studios, 1 Concept Court, York, York, YO30 4XF (“we”, “us”, “our”).

1.2 This End User Licence Agreement (“EULA”) constitutes a legal agreement between us and you

(or “your”) for your use and access of the Software in the course of your business.

1.3 Together you and us are referred to as the “parties” in this EULA.

1.4 By using the Software, you agree to be bound by the terms of this EULA.

2 THIS LICENCE

2.1 Where you use the Software in accordance with this Licence:

2.1.1 we grant to you a non-exclusive, non-transferable, revocable licence to use the Software for use

within your business and to access the content provided for internal business purposes only; and

2.1.2 we will provide the Software to meet the description, in all material respects, of the Software as

set out on our website at https://www.golfwod.app/golfwodapp.

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2.2 As long as you do not violate any restrictions set out in this EULA, you may make a limited

number of copies of the Software, strictly as is required for the purpose of providing a back-up in

accordance with your own internal operating procedures.

2.3 Each user must create a user account with us in order to have access to the Software.

2.4 This EULA does not entitle you to other services such as implementation support or training in

how to use our Software.

3 YOUR RESPONSIBILITIES

3.1 You are responsible for keeping any user account details you create safe.

3.2 You are responsible for making sure all your payments for the Software are up to date and in

accordance with our normal payment terms which can be found at https://www.golfwod.app/.

3.3 You must notify us immediately in writing if:

3.3.1 you know of or suspect there has been any unauthorised access of or use of the Software; and/or

3.3.2 you are aware of or suspect that your own network and systems have been compromised

(including any attack on your systems such as a denial of service attack or ransomware).

3.4 Where we have been notified of any of the events above, we shall be entitled to suspend access to

the Software to you, without any liability to you, until we are satisfied that we are able to provide the

Software to you without the risk that:

3.4.1 the Software may be accessed by an unauthorised person; or

3.4.2 that our own network and systems, or that of a third-party, could be compromised.

3.5 Where you access our Software through your browser, it is your responsibility to ensure that your

browser is up to date.

3.6 You will require an internet connection which you must procure at your own expense, to use and

access the Software. We will not be responsible for any interruption to your use of the Software due to

interruptions to your internet connection.

4 RESTRICTIONS

4.1 You must not:

4.1.1 sell, distribute, reproduce, transfer, publicly display, translate, modify, adapt, create derivative

works from, deconstruct, reverse engineer, decompile or disassemble, rent, lease, loan, sub-license or

otherwise deal in copies or reproductions of the Software to other parties in any way except as

expressly permitted by this EULA;

4.1.2 remove, delete, obscure, disable, modify, add to, tamper with, or circumvent any program code

or data, copyright, trademark, or other proprietary notices, labels or copy protection software

contained on or within the Software;

4.1.3 use the Software for any illegal or immoral purposes;

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4.1.4 exploit the Software (or part of), content contained in it or any of our related literature, for any

commercial purpose;

4.1.5 export or re-export the Software or any copy or adaptation in violation of any applicable laws or

regulations;

4.1.6 create data or executable programs which mimic data or functionality in the Software;

4.1.7 use the Software to make any other software or programme which is substantially similar to the

Software.

4.2 You agree not to perform any security testing on the Software unless agreed with us in writing.

5 OWNERSHIP

5.1 You agree that the Software and any intellectual property rights contained in the Software

(including any content that was provided with the Software and any accompanying literature)

anywhere in the world belong to us or anyone we hold a licence with.

5.2 Except as expressly set out in this EULA, you gain no rights in or in relation to the Software.

5.3 You do not have permission and are not permitted to access the Software in source code form.

6 LIMIT OF OUR LIABILITY

[X].1 You agree that the Software has not been developed to meet your particular requirements,

including any legal or regulatory requirements you may have. You must ensure that the Software

meets your requirements.

[X].2 We provide the Software on an “as is” basis only, and do not warrant that:

[X].2.1 your use of the Software will be uninterrupted or error-free; or

[X].2.2 the Software will be free from vulnerabilities or viruses.

[X].3 We do not exclude or limit any liability for (i) death or personal injury arising from our

negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability to the extent it cannot

be excluded or limited by law.

[X].4 We will not be liable to you, under or in connection with this EULA or the provision of the

Software, for:

[X].4.1 business interruption;

[X].4.2 loss of anticipated savings;

[X].4.3 loss of business opportunity, goodwill or reputation;

[X].4.4 loss or corruption of data or information;

[X].4.5 loss of revenue or profit; or

[X].4.6 any indirect or consequential loss or damage;

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[X].4.7 any other unforeseeable losses arising out of unusual or special circumstances.

[X].5 Other than the losses set out in clause [X] (for which we are not liable), our maximum total

liability under or in connection with this EULA will, where it is permitted by law, [be limited to 100%

of any fees you have paid to us in the past 12 months] OR [Where fees are have not been payable, our

total aggregate liability shall be [insert liability amount]].

(X).6 IN NO EVENT WILL GOLFWOD Ltd, ITS OFFICERS, ITS DIRECTORS, OR ITS

AFFILIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY

DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF

OR IN CONNECTION WITH YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR

USE THE APP AND THE INFORMATION AVAILABLE ON THE APP OR ARISING OUT OF

ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION

AVAILABLE ON THE APP. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST

GOLFWOD Ltd ARISING OUT OF YOUR USE OF THE APP AND THE INFORMATION

THEREON.

7 TERMINATION AND SUSPENSION

7.1 If you commit a serious or persistent breach of this EULA, we may terminate this EULA

immediately on written notice to you, or suspend your access to the Software. If the breach is capable

of being addressed and put right by you, you will have 14 days to address the breach and if you fail to

adequately address the breach in this time, then this EULA will be terminated or we may suspend

your access to the Software.

7.2 We may also terminate this EULA immediately on written notice to you in the event that you (or

your business) become insolvent, fail to pay your debts, become the subject of any voluntary or

involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or

composition for the benefit of creditors or in the event that you (or your business) undergoes a change

of control (within the meaning of section 1124 of the Corporation Tax Act 2010).

7.3 Where this EULA has been terminated for any reason:

7.3.1 any rights for you to use the Software, the content contained within it and any associated

literature will end immediately;

7.3.2 you must stop doing anything that was only permitted under this EULA; and

7.3.3 you must immediately and permanently remove the Software from all computers, mobile

devices or any other computer equipment in your control. On our request, you must confirm in writing

that you have done so.

8 GENERAL

8.1 Third party rights: For the purposes of the Contracts (Rights of Third Parties) Act 1999, this

EULA is not intended to and does not give any person who is not a party to it any right to enforce any

of its provisions. However, this does not affect any rights or remedy of such a person that exists or is

available apart from that Act.

8.2 Costs: Each party is responsible for its legal and other costs in relation to the preparation and

performance of this EULA.

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8.3 Survival of terms: The parties intend the following terms to survive termination: clauses 4, 5, 6, 7,

and 8 shall survive termination of this EULA.

8.4 Relationship of the parties: The parties are independent businesses and not partners, principal and

agent, or employer and employee, or in any other relationship of trust to each other.

8.5 Assignment and other dealings: No party may assign, subcontract or encumber any right or

obligation under this EULA, in whole or in part, without the other party’s prior written consent or

except as expressly permitted in this EULA.

8.6 Entire agreement: This EULA, and any document referred to in it, contains the whole EULA

between the parties relating to its subject matter and supersedes any prior EULAs, representations or

understandings between them unless expressly referred to in this EULA. Each party acknowledges

that it has not relied on, and will have no remedy in respect of, any representation (whether innocent

or negligent) made but not covered in this EULA. Nothing in this clause limits or excludes any

liability for fraud or fraudulent misrepresentation.

8.7 Variation: We may amend this EULA at any time by giving you written notice. Your continued

use of the Software and any associated content or literature following receipt of the notice will be

taken as your acceptance of the new terms of this EULA. If you do not accept this EULA or any

amendments to it, you must immediately stop using the Software and follow the procedure set out at

clause 7.3.

8.8 Severability: If any clause in this EULA (or part of a clause) is or becomes illegal, invalid or

unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some

part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause

(or part of it) will apply with such deletion or modification as may be required to make it legal, valid

and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement

provision consistent with the original intent of this EULA as soon as possible.

8.9 Waiver: No delay, act or omission by either party in exercising any right or remedy will be

deemed a waiver of that, or any other, right or remedy.

8.10 Notices: Notices under this EULA must be in writing and sent to the other party's address or

email address. For the purpose of this clause, we will use the details where you provided to us when

you downloaded the Software. Letters sent in the United Kingdom will be deemed delivered 3

business days (excluding English Bank Holidays), after sending. Emails will be deemed delivered the

same day (or the next business day, if sent on a non-business day or after 5pm on any business day at

the recipient's location).

8.11 Governing law and jurisdiction: This EULA is governed by the law of England and Wales. All

disputes under this EULA will be subject to the exclusive jurisdiction of the courts of England and

Wales.