Clear terms for a connected golf platform.

At Dash3, our mission is to deliver innovative, intuitive, and reliable golf management technology that simplifies operations, enhances player experience, and unlocks new revenue streams. Dash3 provides easy-to-use, fully integrated Golf Management SaaS Platform that automates critical processes and functions at all stages. Dash3 creates a modern, unified workflow for courses, organizers, and golfers. Our software gives our customers the critical functionality they need to connect with consumers, manage their operations, accept payments, and grow their business.


Below is our Master Agreement (the “Agreement”) which covers the services Dash3 Inc. and its affiliates (collectively, “Dash3”) provide to you, the purchaser and/or user of a Dash3 Product(as defined below) (the “Customer”). To find out which Dash3 entity you are dealing with, please see “III. Governing Law and Contracting Entity”.


This agreement governs all SaaS, software and services you use, buy or receive from, or are licensed by, Dash3 including any trials. By accepting this agreement, either by click-through acceptance, by physical or electronic signature, by executing a schedule that references this agreement or upon your usage of the Dash3 offering, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use Dash3 offerings. The parties agree that this agreement may be electronically signed. The parties agree that the electronic signatures appearing on this agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

You may not access any Dash3 offerings if you are a direct competitor, except with Dash3’s prior written consent. In addition, You may not access any Dash3 Offerings for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.


INTRODUCTION

This Master Agreement (“Master Agreement”) is between Dash3 Inc. a company located at Carleton Place, Ontario, K7C 0C5, Canada or the Dash3 Affiliate identified on the Schedule (“Dash3”) and your organization, (“Client” or “You” or “Your”), is effective on the date set forth on the signature page hereto or the date set forth in the referencing Schedule, as applicable and specifies the terms and conditions agreed between the parties as a foundation for their relationship as further defined in the applicable addendums. If Client is bound to more than one agreement with Dash3 with respect to the Dash3 offering, and if those agreements terms vary, then the order of precedence of those agreements is as follows: an agreement executed by Dash3 and Client that expressly in writing supersedes all other agreements, an electronic version of an agreement accepted pursuant to a Schedule or formal written quote, and any other electronic agreement provided to Client by Dash3.
The Master Agreement may incorporate any applicable Addendum attached hereto.


I. General Terms and Conditions
1. Definitions
“Addendum” means the additional terms and conditions applicable to the Dash3 Offering attached hereto.
“Agreement” means this Master Agreement, the applicable Addendum and applicable Schedule, and any document incorporated expressly therein by reference.
“Authorized Users” means Client’s employees, contractors, or agents who are authorized by Client to access or use the Offerings solely for Client’s internal business purposes and in accordance with the Authorized Use Limitations
“Authorized Use Limitations” means the scope, user counts, feature access, and other usage restrictions specified in the applicable Order Form, Schedule, or Addendum
“Beta Technology” means any product, feature, functionality, software, service, or component thereof that is identified by Dash3 as beta, pilot, preview, early access, evaluation, or similar designation, and that is made available to Client on a limited, pre-release, or trial basis. Beta Technology is provided solely for evaluation and testing purposes, may be modified or discontinued at any time in Dash3’s sole discretion, and is not considered part of the generally available Offerings.
“Confidential Information" means any information, maintained in confidence by the disclosing Party, communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and/or any information that by its form, nature, content or mode of transmission would to a reasonable recipient be deemed confidential or proprietary, including, without limitation, Dash3 Offerings, Documentation, and any benchmark data and results produced.
“Customer” or “Client” means the legal entity or individual that enters into the Agreement with Dash3, and, as applicable based on the context of the offerings, may include a golf course, tournament organizer, or individual golfer. The rights and obligations of the Customer or Client shall apply only to the extent relevant to such party’s access to or use of the Offerings under the Agreement.
“Dash3 Affiliate” means any company which owns, is owned by, or is under common ownership with Dash3 Inc. Ownership means having Control.
“Dash3 Offering” means the individual offering (such as software, services, software as a service etc.) made available by Dash3 as defined in the Addendum and/or Schedule.
“Dash3 Server” means the Software’s automation and remediation data center dedicated to: (i) processing information provided by the Agents; and (ii) transforming that information into computational tasks directed back to the Agents for the proper implementation and functionality of the Software.
“Documentation” means Dash3’s then-current technical and functional documentation for the Software
“Free Offerings” means Dash3 Offerings that Dash3 makes available to You free of charge. Free Offerings exclude Dash3 Offerings offered as a free trial and Dash3 Offerings licensed by Client for a fee.
“Offerings” means the Software, Services, and any related Documentation provided by Dash3.
“Order Form” means any written or electronic ordering document, quote, proposal, invoice, or subscription confirmation issued by Dash3 and accepted by Client, whether executed by signature, electronic acceptance, payment, or commencement of access to the Offerings, that specifies the commercial terms applicable to Client’s subscription or use of the Offerings. An Order Form may include, without limitation, the applicable Offerings, subscription term, Authorized Use Limitations, pricing, Fees, payment terms, and any applicable Pilot Program or Beta Technology designation.
“Pilot Program” means a limited, time-bound deployment of certain Dash3 Offerings, features, or Beta Technology made available to Client for evaluation, validation, or testing purposes prior to general commercial availability. A Pilot Program may be offered with restricted functionality, limited support, usage caps, or other constraints as specified by Dash3 in writing.
“Schedule” means a signed mutually agreed ordering document such as a Dash3 purchase order form, schedule of software and services or statement of work for the specific Dash3 Offering(s) licensed or purchased.
“Software” means any Dash3 proprietary software applications, including mobile applications, made available for download or installation, excluding web-based SaaS Services.
“Services” means the Dash3 hosted software-as-a-service offerings governed by the SaaS Addendum.
“Term” means, with respect to each Schedule, the period during which the Dash3 Offering is provided, licensed or granted.
“Transfer” means sending Dash3 personal data or providing Dash3 access to personal data.
“Trial Period” means the period of time that Client accesses and uses Dash3 Offerings for evaluation or trial. If no time is indicated, then the period shall be set for thirty (30) days.

2. Subscription to Dash3 Products
During the Term and in accordance with this Agreement, Customer may access and use the products offered by Dash3 (each a “Product”), which Customer subscribed to, whether by subscription, free trial or promotion, as referenced in the order form, invoice, executed quote, or, for certain self-serve products, via confirmation email from Dash3 (the “Order Form”). Each Product may include updates, cloud-based and support services, applications or documentation. Each Product is subject to the terms of this Agreement as applicable. Customer is responsible for all actions taken under its Dash3 account credentials, regardless of whether such actions are taken by (i) Customer or its officers, employees, or agents, (ii) a third party, or (iii) Dash3 upon Customer’s request. Customer will safeguard all account credentials (including any passwords and payment method details) in its possession or under its control. Dash3 is not liable for any loss or damage arising from any unauthorized use of Customer’s account.
3. License Grant
During the Term, Dash3 grants Customer a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use, and to permit its employees and all other individuals who access and use the Products on Customer’s behalf (collectively, the “Users”) to access and use, the Products to which Customer has subscribed, on the terms set forth in this Agreement. Customer agrees that all rights, title and interest in and to all the intellectual property rights in the Products, and all modifications, extensions, scripts and other derivative works of the Products provided or developed by Dash3, including the Beta Technology in the Pilot Program, are owned exclusively by Dash3 or its licensors. All rights not granted to Customer in this Agreement are reserved by Dash3.
4. License Restrictions
Customer and any Users shall not (and shall not allow any User or third party to): (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Products, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Products; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Products; (iv) remove any product identification, copyright or other notices from the Products; (v) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Products in whole or in part, to any third party; (vi) use the Products for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Products to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Products, unless agreed to in writing by Dash3; (viii) use the output or other information generated by the Products for any purpose other than as contemplated by this Agreement; (ix) use the Products for any use other than Customer’s internal business use; (x) use unauthorized modified versions of the Products, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Product; (xi) use the Products in any way that is contrary to Dash3’s Acceptable Use Policy, located at Use-policy, as such policy may change from time to time (the “Acceptable Use Policy”); (xii) attempt to make identifiable any de-identified data derived from the Products or provided by Dash3; or (xiii) use the Products in any way that is contrary to applicable local, state/provincial, federal, regional and foreign laws, including without limitation those relating to fiscal laws and VAT regulations, as well as privacy, data protection, electronic communications and anti-spam legislation. Dash3 retains all title to, and except as expressly licensed herein, all rights to the Products, all copies, derivatives and improvements thereof, and all related materials.
5. Term of Agreement
5.1. Unless otherwise agreed to in writing, the “Initial Term” shall mean the duration identified in the Order Form, beginning on the date identified in the Order Form (the “Subscription Start Date”). If the Subscription Start Date is not explicitly nor implicitly identified in the Order Form, the Subscription Start Date shall be the date Customer executes, where applicable, the initial Order Form, unless otherwise agreed to in writing. Some software Products may be made available to Customer on a date prior to the Subscription Start Date identified in the Order Form. If Customer uses such software Products to process taxable business transactions before such identified Subscription Start Date, then the Subscription Start Date will thereby be amended to such earlier date.
5.2. Upon expiration of the Initial Term and unless otherwise stated in the Order Form or herein, this Agreement will automatically renew for a duration equal to the Initial Term (each a “Renewal Term”, the “Current Term” being the Initial Term or the then-current Renewal Term (as the case may be); and the Initial Term and all Renewal Terms collectively, the “Term”) until terminated by Customer or Dash3 by delivery of written notice to the other party at least (i) where the Current Term is more than ninety (90) days, ninety (90) days prior to the end of the Current Term; or (ii) where the Current Term is less than ninety (90) days, such period of notice equal to the Current Term. The preceding sentence shall only apply to the extent permissible by applicable law. If no Order Form has been provided, the minimum period of notice required to be given shall be thirty (30) days. In the case of Products licensed on a trial basis, the Term of this Agreement shall be limited to the duration of the trial period identified in the Order Form. Except as otherwise specified herein, Customer may not terminate this Agreement prior to the expiration of the Term. If Customer is located in the Province of Quebec, Customer expressly waives the application of Sections 2125 and 2129 of the Civil Code of Quebec.
6. Fees and Payment
6.1 Fees, Invoicing, and Payment Terms
Customer shall pay Dash3 the fees (“Fees”) specified in the applicable Order Form, Schedule, Transaction Fee Table (if applicable), or otherwise arising under this Agreement, in the timing, currency, and manner specified therein. If no Order Form has been provided, the Fees shall be as set out on Dash3’s website for the applicable Products or Offerings. Unless otherwise expressly required by applicable law, all Fees are non-cancellable and non-refundable, except to the extent a prorated refund is expressly provided in an applicable Addendum. All payments shall be made without deduction or set-off and are due upon receipt, unless otherwise stated in the applicable Order Form or Schedule.


Customer shall make payment by credit card, or through another payment method accepted by Dash3 and specified in the Order Form or otherwise agreed in writing. Where payment is made by credit card, Customer authorizes Dash3 to charge such credit card for all Fees payable for the initial subscription term and any renewal term(s), and Customer shall maintain valid and current payment information on file. Where payment is to be made by a method other than credit card, Dash3 shall invoice Customer in advance and such invoices shall be due upon receipt. An invoice shall be deemed accepted unless Customer provides written notice of a bona fide dispute within ten (10) days of receipt.

Customer shall undertake any additional actions reasonably requested by Dash3 to implement or maintain any automated Fee payment process. Customer will be billed by the applicable Dash3 entity in accordance with applicable tax and accounting rules. Customer agrees to pay any applicable VAT, GST, sales tax, and any other applicable taxes in addition to the Fees when such payments are due.
Unless otherwise prohibited by law or payment card terms, Dash3 reserves the right to charge additional fees, convenience fees, surcharges and/or offer cash discounts to offset and address the additional costs associated with Client’s selection of a credit card for payment.

6.2 Payment Obligations, Renewals, and Discounts
Customer acknowledges and agrees that by executing an Order Form, Customer is obligated to pay all Fees identified in the Order Form, Transaction Fee Table (if applicable), and this Agreement for the full duration of the then-current term. Provided Customer (i) uses the Products (ii) is located in a jurisdiction in which Dash3 Payments is offered and (iii) is eligible/authorized for Dash3 Payments.
Any subscription, volume, promotional discounts are expressly conditioned upon Customer’s full and timely payment of all such Fees. Customer further acknowledges and agrees that upon renewal of any subscription, whether expressly or implicitly, Customer is obligated to pay all Fees applicable to the renewal term at Dash3’s then-current prices, and that any discounts applied during the initial term shall not carry over to the renewal term unless expressly agreed to in writing by Dash3.

6.3 Late Payments, Interest, and Suspension
Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full, unless Customer has a bona fide dispute supported by a written explanation delivered in accordance with this Agreement. Without prejudice to any other rights or remedies, if Customer’s account is overdue or Fees have been paid past due, Dash3 may, without liability and upon notice where required by law, suspend or withhold access to the Products or Offerings, disable or interrupt functionality, refuse renewal, or require Customer to revise the payment method specified in the Order Form or otherwise agreed between the parties, until all outstanding amounts are paid in full.

6.4 Payment Processing, PCI Compliance, and Surcharges
Where Dash3 processes payments, engages in electronic commerce on behalf of Customer, or accesses, transfers, stores, or processes cardholder data relating to Customer activities, Dash3 shall protect such data in accordance with the Payment Card Industry Data Security Standard (PCI DSS), as applicable.
Unless otherwise prohibited by applicable law or payment card network rules, Dash3 reserves the right to charge additional fees, convenience fees, or surcharges, or to offer cash discounts, to offset costs associated with Customer’s selected payment method.
6.5 Price Adjustments
With at least thirty (30) days’ prior notice to Customer, Dash3 reserves the right to increase Fees no more than once in any twelve (12) month period, unless otherwise specified in an applicable Order Form or Addendum.

7. Confidential Information
Dash3 and Customer (each a “Receiving Party”) shall each retain in confidence all information received from the other party (the “Disclosing Party”) pursuant to or in connection with this Agreement, the Products, or the Beta Technology, that the Disclosing Party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”). Each Receiving Party shall treat the Disclosing Party’s Confidential Information in the same manner as it treats its own proprietary and/or confidential information, but in no event less than a reasonable standard of care, and shall not disclose or make use of such Confidential Information except as necessary to fulfill its respective obligations under this Agreement and only for the purposes contemplated herein.


Confidential Information may be disclosed by a Receiving Party to its employees, agents, contractors, subcontractors, financial advisors, and attorneys on a need-to-know basis, provided that such persons are bound by confidentiality obligations no less protective than those set forth herein and the Receiving Party remains responsible for any breach of this Section by such persons. Each party shall treat the terms and conditions of this Agreement as Confidential Information; however, either party may disclose such information in confidence to its legal and financial consultants as required in the ordinary course of that party’s business. Notwithstanding the foregoing, Dash3 may disclose the terms of this Agreement and any applicable schedule to a subcontractor or non-Dash3 application provider solely to the extent necessary to perform Dash3’s obligations under this Agreement.


Notwithstanding the foregoing, the restrictions set forth above shall not apply to: (i) information previously known to the Receiving Party without reference to the Disclosing Party’s Confidential Information; (ii) information that is or becomes publicly known through no wrongful act or omission of the Receiving Party; (iii) information rightfully disclosed to the Receiving Party by a third party without restriction and without breach of any obligation of confidentiality; (iv) information independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (v) information the Disclosing Party has authorized in writing to be disclosed without restriction.


A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or enforceable order of a court or governmental authority, provided that, where reasonably practicable, the Receiving Party gives the Disclosing Party prompt written notice of such requirement and reasonably cooperates, at the Disclosing Party’s expense, in any effort to seek a protective order or limit such disclosure.


Nothing in this Agreement shall preclude Dash3 from using ideas, concepts, know-how, or techniques developed in the course of providing the Products or services to Customer, nor shall it be deemed to limit Dash3’s right to provide similar offerings to other customers. Customer agrees that Dash3 may use any feedback provided by Customer related to the Products or services for any Dash3 business purpose, without restriction or obligation of compensation, including for reproduction, modification, preparation of derivative works, and distribution.


Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control and, upon request, certify such destruction in writing.
Customer shall ensure that its Users fully comply with the terms of this Section and shall be responsible for any damages suffered by Dash3 arising from a User’s failure to do so. The Receiving Party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages may be inadequate and agrees that the Disclosing Party may be entitled to seek injunctive relief, specific performance, or other equitable relief in addition to any other remedies available at law.
For Confidential Information that constitutes a trade secret, Dash3 software (including source code and Documentation), the material terms of this Agreement, and any Confidential Information expressly designated in writing as perpetually confidential, the obligations of this Section shall survive termination of the Agreement indefinitely. For all other Confidential Information, such obligations shall survive for five (5) years from the date of initial disclosure.


8. Customer’s Representations
Customer hereby represents and warrants that, as of the Effective Date and continuously throughout the Term of this Agreement:
(i) Customer has the full right, power, and authority to enter into and perform its obligations under this Agreement. If Customer is an individual, Customer represents that they have the legal capacity to enter into binding contracts. If Customer is an entity, organization, or other legal person, Customer represents that the individual executing or accepting this Agreement on Customer’s behalf is duly authorized to do so;
(ii) Customer and any of its authorized users have and will maintain all necessary rights, permissions, and authorizations to access and use the Products to which Customer has subscribed;
(iii) Customer and any of its authorized users are and will remain in full compliance with all applicable Dash3 policies and all applicable federal, provincial/state, and local laws, rules, and regulations in connection with their use of the Products and their activities under this Agreement, including, without limitation, laws relating to taxation, data protection, and privacy; and
(iv) To the extent Customer or any of its authorized users uploads, imports, or otherwise processes information through the Products for the purpose of transmitting electronic communications (including email or text messages), or collects electronic contact information for such purposes, Customer represents and warrants that all recipients have provided all legally required consents, opt-ins, or authorizations, and that all such communications comply in all respects with applicable laws and regulations.


9. Customer Content, Privacy and Intellectual Property
9.1. “Customer Content” means any photos, images, graphics, text, audio, video, files, materials, data, or other information that Customer or its Users submit, upload, transmit, or otherwise make available to the Products for processing or use in connection with this Agreement.


9.2. As between the parties, Customer retains all right, title, and interest in and to the Customer Content. Except for the limited license expressly granted in this Section 9.2, no rights or licenses are granted to Dash3 by implication or otherwise. Customer hereby grants Dash3 a limited, worldwide, royalty-free, transferable, sublicensable, and non-exclusive license to host, access, use, copy, reproduce, modify, create derivative works of, publish, communicate, transmit, translate, display, and otherwise process Customer Content solely to the extent necessary to provide, operate, maintain, secure, promote, and improve the Products, comply with applicable law, and enforce this Agreement. For the avoidance of doubt, Dash3 may generate and use aggregated and de-identified data derived from Customer Content for analytics, benchmarking, market trends, and product improvement purposes, and such aggregated and de-identified data does not constitute Customer Content and is owned by Dash3.


9.3. Customer determines, in its sole discretion, the Personal Data submitted to the Products. For purposes of applicable data protection laws, Customer acts as the data controller (or “business”), and Dash3 acts as a data processor (or “service provider”) with respect to Personal Data processed on Customer’s behalf. Dash3 does not control the nature, scope, source, or means of Customer’s collection of Personal Data. Dash3 shall process Personal Data only in accordance with this Agreement, the DPA, and Customer’s documented instructions, and shall implement appropriate technical and organizational measures to protect Personal Data as required by applicable law. Customer is solely responsible for ensuring that its collection, use, and disclosure of Personal Data complies with applicable legal, regulatory, and contractual obligations, including providing required notices and obtaining all necessary consents from its clients and Users.


9.4. The Products enable Customer to independently export, back up, and archive Customer Content. Customer is responsible for maintaining appropriate and current backups of Customer Content. Notwithstanding the foregoing, Dash3 performs routine backups of Customer Content stored within the Products and will use commercially reasonable efforts to assist Customer in recovering or restoring Customer Content where technically and commercially feasible. Customer acknowledges and agrees that Dash3 shall have no liability for any loss, corruption, or unavailability of Customer Content or other software except as expressly provided in this Agreement.


9.5. Dash3 processes and protects Personal Data in accordance with Dash3’s Privacy Policy, available at Privacy-policy (the “Privacy Policy”), and Dash3’s Data Processing Agreement, available at Data-processing-agreement (the “DPA”), which sets out the parties’ respective data protection obligations and is incorporated herein by reference.


9.6. Dash3 respects the intellectual property rights of others and does not permit or condone the unauthorized use, reproduction, or distribution of third-party intellectual property through the Products. If a Customer or other user believes that content made available through the Products infringes their intellectual property rights, they may submit a notice in accordance with Dash3’s Intellectual Property Infringement Policy, available at Intellectual-property (the “Infringement Policy”).


9.7. The Privacy Policy, the DPA, the Acceptable Use Policy, and the Infringement Policy are incorporated into this Agreement by reference and form an integral part of this Agreement.


10. Feedback
Customer and its Users may provide suggestions, comments, ideas, improvements, or other feedback regarding Dash3 or the Products, including any beta or pre-release features (“Feedback”). Customer agrees that Dash3 may use, disclose, reproduce, license, distribute, and otherwise exploit any Feedback without restriction or obligation of any kind. To the extent that Customer or any User owns any right, title, or interest in the Feedback, Customer irrevocably assigns, and hereby assigns, to Dash3 all right, title, and interest worldwide in and to the Feedback, including all related intellectual property rights, without any obligation of attribution or compensation. To the extent such assignment is not enforceable, Customer grants Dash3 a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use the Feedback for any purpose.
To the extent permitted by applicable law, Customer, on behalf of itself and each User, irrevocably waives any moral rights or similar rights in the Feedback, including any rights of attribution or integrity, and agrees not to assert such rights against Dash3 or its affiliates, successors, licensees, or assigns. Customer agrees to reasonably cooperate with Dash3, at Dash3’s expense, to document, perfect, and enforce Dash3’s rights in the Feedback.


11. Pilot Program
11.1. For evaluation and testing purposes only, the Pilot program also know as (“Beta Testing”), Dash3 may grant Customer a personal, non-exclusive, non-transferable, limited license to use certain technology, support services, accessories (collectively, the “Beta Technology”). Customer’s participation in the Pilot Program is voluntary.
11.2. If Customer agrees to the Pilot program, Customer shall (i) test and evaluate the Beta Technology as requested by Dash3, (ii) familiarize itself with the Beta Technology information provided by Dash3 and to only use or test the Beta Technology as directed, (iii) notify Dash3 of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Beta Technology known to, or discovered by Customer, (iv) respond to any and all reasonable inquiries, questionnaires, and other test documents submitted by Dash3 and (v) designate to Dash3, in writing, an employee or representative who will serve as the single technical contact and who will be responsible for maintaining communication with Dash3. In addition, Customer agrees to bear all incidental costs (such as, costs for Internet and phone services, accessories, etc.) associated with its testing of the Beta Technology, unless otherwise agreed to in writing by both parties. Customer has the obligation to maintain backups of its own data. Customer agrees and acknowledges that, following termination of the Beta Testing Project, Dash3 shall have no obligation to transfer Customer Content to any other Dash3 product or service, including with respect to final release of the Beta Technology.
11.3. Dash3 has no obligation to develop or provide any updates or revisions to the Beta Technology, and Dash3 reserves the right to alter or adjust service specifications for the Beta Technology as it deems necessary or desirable. Customer understands and acknowledges that Customer will not, unless otherwise agreed to in writing, receive any payment, compensation or discount for participating in, or for providing any Feedback, comments, evaluations, reports or any other services during a Pilot program. Customer agrees and acknowledges that, following termination of the Pilot program, Dash3 shall have no obligation to transfer Customer Content to any other Dash3 product or service, including with respect to final release of the Beta Technology.
11.4. The Beta Technology provided by Dash3 is proprietary to Dash3 and/or its licensors. Customer agrees and acknowledges that nothing contained in this Agreement shall be construed as granting any ownership or intellectual property rights to any Beta Technology, Feedback or Confidential Information. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Beta Technology are and will remain in Dash3 and Customer shall have no such intellectual property rights in the Beta Technology. Customer will not make, have made, use or sell for any purpose any product or item using, incorporating or derived from any Beta Technology or Confidential Information. Customer may not copy or reproduce the Beta Technology or reverse engineer, alter, modify, disassemble or decompile the Beta Technology, or any part thereof, without Dash3’s prior written consent.
11.5 Unless otherwise expressly stated in an applicable Order Form or written agreement, participation in a Pilot Program is optional, may be modified, suspended, or terminated by Dash3 at any time in its sole discretion, and does not obligate Dash3 to make any Offering or functionality generally available. Pilot Programs are provided “as is,” without warranties of any kind, and are excluded from service level commitments, uptime or availability guarantees, support obligations, and indemnification obligations under the Agreement. Client acknowledges and agrees that participation in a Pilot Program is at Client’s sole risk and that any feedback provided may be used by Dash3 in accordance with the Agreement without restriction or obligation
12. Third-Party Services
12.1. “Third-Party Services” are products, applications, services, software, networks, systems, directories, websites, databases and information from third parties, including but not limited to Dash3 Inc., that one or more Products link to, or which Customer may connect to or enable in conjunction with one or more Products. Customer may decide to enable, access or use any Third-Party Services, or Dash3 may recommend, provide with access to, or enable on Customer’s behalf certain Third-Party Services for Customer’s use, subject to the terms of this Section 12.1. Customer acknowledges and agrees that by enabling, connecting, accessing, or using any Third-Party Services, Customer gives Dash3 permission to share Customer Content with the provider of such Third-Party Services. Customer agrees that access and use of such Third-Party Services shall be governed by the terms and conditions of such Third-Party Services, and that Dash3 is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third-Party Services, including, without limitation, their content or data practices (including with regards to Customer Content and Personal Data) or any interaction between Customer and the provider of such Third-Party Services, regardless of whether or not such Third-Party Services are provided by a third party that is a member of a Dash3 partner program or otherwise designated by Dash3 as “certified”, or “approved” by or “integrated” with Dash3. Any use by Customer of Third-Party Services shall be between Customer and the applicable third-party provider. Customer irrevocably waives any claim against Dash3 with respect to such Third-Party Services. Dash3 is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s enablement, access or use of any such Third-Party Services, or Customer’s reliance on the privacy practices, data security processes or other policies of such Third-Party Services.
13. Maintenance Activities and Product Changes
13.1 Maintenance and Availability.
Dash3 maintains administrative, technical, and operational controls designed to support the availability, security, and integrity of the Product in accordance with its internal information security and change management policies. Dash3 may perform scheduled or unscheduled maintenance, repairs, patches, updates, upgrades, or other servicing activities at any time. Such activities may result in temporary degradation of performance or partial or complete unavailability of the Product. Dash3 shall use commercially reasonable efforts to plan and perform scheduled maintenance in a manner intended to minimize material disruption to Customer’s use of the Product; however, Dash3 does not warrant uninterrupted or error-free operation. Customer shall provide reasonable cooperation, assistance, and access as necessary to enable Dash3 to perform such activities.


13.2 Change Management and Product Modifications.
Dash3 implements change management practices designed to assess, authorize, test, and deploy changes to the Product in a controlled manner consistent with applicable security and availability objectives. Subject to such practices, Dash3 reserves the right, in its sole and absolute discretion, to add, modify, enhance, remove, suspend, or discontinue any Product or any feature, functionality, component, interface, integration, dependency, or version thereof (collectively, “Product Changes”) at any time.
Product Changes may require Customer to take certain actions, including, without limitation, installing patches, fixes, updates, or upgrades (including updates to Customer’s own systems), migrating data, upgrading to a newer version of a Product, or transitioning to an alternative product or service designated by Dash3. Dash3 shall have no obligation to maintain backward compatibility or continued support for any prior version, configuration, or third-party integration.


13.3 Security, Compliance, and Third-Party Dependencies.
Product Changes may be implemented for reasons including, without limitation: (i) compliance with applicable laws, regulations, industry standards, court orders, or governmental requirements; (ii) protection of the security, confidentiality, integrity, or availability of the Product or Customer data; (iii) remediation of vulnerabilities or security incidents; (iv) changes, limitations, or requirements imposed by third-party service providers, licensors, or infrastructure vendors; and/or (v) the suspension, modification, or termination of any agreement with a third party whose products or services are material to the provision of the Product.
Dash3 shall not be responsible for any unavailability, degradation, or incompatibility resulting from Product Changes made in accordance with this Section.


14. Termination and Suspension
14.1. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by giving the breaching party written notice specifying the nature of the breach in reasonable detail and the non-breaching party’s intention to terminate (a “Termination Notice”). If the breach has not been cured within the period ending thirty (30) days following delivery of the Termination Notice, then this Agreement shall automatically terminate.


14.2. Notwithstanding the foregoing, Dash3 reserves the right, at any time and without notice, to suspend or terminate this Agreement if Customer or any User violates the license restrictions under Section 3 of the Agreement.


14.3. Notwithstanding the foregoing, Dash3 may suspend or terminate Customer’s access to the Products immediately without notice if Dash3, in its sole discretion, believes: (i) such suspension or termination is required by law; (ii) there is a security or privacy risk to Customer; (iii) Customer or any User is infringing or violating the rights of third parties, or acting in a manner that is abusive, profane or offensive; (iv) Customer does not pay its Fees or any invoices in a timely manner; or (v) Customer is in breach of any material provision of this Agreement, including its license restrictions or confidentiality obligations. Any suspension of Customer’s access to the Products will not limit or waive Dash3’s rights to terminate this Agreement or Customer’s access to the Products.


14.4. Upon termination of this Agreement, Customer shall discontinue its use of the Product(s). Notwithstanding the foregoing, termination of this Agreement by Dash3 shall not limit Customer’s obligation to pay all of the applicable Fees, nor restrict Dash3 from pursuing any available remedies, including injunctive relief. Customer agrees that following termination of Customer’s account and/or use of the Product, Dash3 may immediately deactivate Customer’s account and delete Customer Content. Customer further agrees that Dash3 shall not be liable to Customer nor to any third party for any termination of Customer’s access to the Product or deletion of Customer Content in accordance with this Agreement. Sections discussing license restrictions, Fees and payment, confidentiality, Customer representation, indemnification, and limitation of liability shall survive termination of this Agreement, along with any other provisions that are intended by their terms to survive.


14.5. Notwithstanding anything to the contrary in the Agreement, should the Agreement be terminated (a) by Customer prior to completion of the Current Term for any reason other than breach by Dash3 under Section 13.1, or (b) by Dash3 for material breach by Customer under Section 13.1 or 13.2, Customer will be charged an early termination fee calculated as the sum of: (i) any non-recurring Fees relating to the terminated Agreement(s) which have not been paid to Dash3 as of the effective date of termination; and (ii) any recurring Fees under the Agreement that would have otherwise become due during the remainder of the Current Term; and (iii) the difference between the list price (as indicated on our website), and the discounted price (if any) on either software and/or Hardware (as defined below) that the Customer may have received during or pertaining to the Current Term (collectively, the “Early Termination Fee”). The Customer (i) authorizes Dash3 to collect the Early Termination Fee, and any applicable taxes due on such fee, according to the same payment methods and/or accounts for collecting amounts under the Agreement, and (ii) acknowledges that the Early Termination Fee shall be immediately due and payable in full. The Parties acknowledge and agree that the Early Termination Fee is a genuine and reasonable pre-estimate of the loss and damage suffered by Dash3 in the event that the Customer terminates prior to completion of the Current Term and not a penalty.


15. Indemnification
15.1 Unified Indemnity Framework
Subject to the limitations, exclusions, conditions, and procedures set forth in this Agreement, including without limitation Section 16 (Limitation of Liability), each party agrees to indemnify, defend, and hold harmless the other party and its respective officers, directors, employees, agents, and affiliates from and against all losses, expenses, liabilities, damages, fines, judgments, and costs, including reasonable attorneys’ fees (collectively, “Costs”), arising from third-party claims solely to the extent expressly provided in this Section 15.
This Section 15 constitutes the entire indemnification framework governing all claims arising out of or relating to this Agreement, the Dash3 Offerings, any Schedule, any Addendum, the Documentation, and any Software governed by the EULA, and supersedes any conflicting or implied indemnification obligations.

15.2 Customer Indemnification
Customer shall indemnify, defend, and hold harmless Dash3 from and against all Costs to the extent such Costs arise out of or relate to (i) any breach by Customer or any Authorized User of this Agreement, any Schedule, any Addendum, the Documentation, or applicable law; (ii) Customer’s use of any Dash3 Offering in violation of the Authorized Use Limitations or other contractual restrictions; (iii) any Client Data or Client Materials, including any claim that such Client Data or Client Materials infringe, misappropriate, or otherwise violate any third-party intellectual property, privacy, or proprietary rights; or (iv) any claims by Customer’s customers or third parties arising out of or relating to Customer’s business, products, services, or relationship with such third parties.
Customer shall have no indemnification obligation to the extent a claim results directly from Dash3’s modification of Client Materials without Customer’s authorization, Dash3’s failure to implement Customer-provided non-infringing replacement materials, or Dash3’s use of Client Materials outside the scope authorized by Customer.
To the maximum extent permitted by applicable law, Customer’s indemnification obligations are subject to and limited by Section 16, and shall not include any indirect, incidental, consequential, special, reliance, or punitive damages except to the extent expressly permitted therein.

15.3 Dash3 Intellectual Property Indemnification
Dash3 shall indemnify, defend, and hold harmless Customer from and against Costs arising from a third-party claim alleging that a Dash3 Offering, when used by Customer in accordance with this Agreement, infringes or misappropriates any valid and registered third-party intellectual property right within the jurisdictions in which Customer is authorized to use such Offering, provided that Customer (i) promptly notifies Dash3 in writing of the claim, (ii) grants Dash3 sole control over the defense and settlement of the claim, and (iii) provides reasonable cooperation and authority as requested.
If an Offering becomes, or in Dash3’s reasonable opinion is likely to become, the subject of such a claim, Dash3 may, at its sole option and expense, procure the right for Customer to continue using the Offering, modify or replace the Offering to make it non-infringing, or, if neither option is commercially reasonable, terminate the affected Offering and provide a prorated refund of Fees paid for such Offering in accordance with the applicable Schedule or Addendum.
Dash3 shall have no indemnification obligation to the extent a claim arises from any modification not made by Dash3, use of the Offering other than in accordance with the Documentation or Dash3’s specifications, failure to use updates or patches provided at no additional charge, Customer’s breach of this Agreement, or use of the Offering in combination with non-Dash3 products, services, or data.
This Section 15.3 states Customer’s exclusive remedy and Dash3’s entire liability for intellectual property infringement claims, subject in all cases to Section 16.

15.4 Mutual Indemnification for Bodily Injury
Each party shall indemnify, defend, and hold harmless the other party from and against Costs arising from a third-party claim alleging bodily injury or death resulting directly from the indemnifying party’s gross negligence or willful misconduct in connection with services performed under this Agreement, subject to the limitations set forth in Section 16.

15.5 Indemnification Procedures
The indemnification obligations under this Section are conditioned upon the indemnified party providing prompt written notice of the claim, granting the indemnifying party sole control over the defense and settlement of the claim, and providing reasonable cooperation, provided that no settlement shall impose any admission of liability or payment obligation on the indemnified party without its prior written consent. Failure to comply with the foregoing shall relieve the indemnifying party of its obligations only to the extent materially prejudiced.

15.6 Limitation Alignment
Notwithstanding anything to the contrary, all indemnification obligations under this Agreement are subject to the limitations, exclusions, time bars, and liability caps set forth in Section 16, including without limitation the exclusions of indirect damages, the aggregate liability cap, and the special limitations applicable to pilot, beta, or testing projects. No indemnification obligation shall be construed to expand or circumvent such limitations.

16. Limitation of Liability
16.1. To the fullest extent permissible by applicable law, Dash3’s total aggregate liability arising out of or relating to this agreement, the Dash3 offering, or any services provided hereunder, whether in contract, tort (including negligence), statutory remedy, or otherwise, shall not exceed the fees paid or owed by customer for the product or service that gave rise to the claim during the three (3) month period immediately preceding the date the claim giving rise to such liability was first asserted; provided, however, that if and to the extent customer participates in any pilot, beta, or testing project, Dash3’s total aggregate liability for all claims arising out of or related to such project, including any transaction processed therein, shall not exceed one hundred dollars (us $100). Under no circumstances shall Dash3 be liable for any claim or loss that was not brought to Dash3’s attention by customer in writing within forty-five (45) days of its occurrence, and no claim arising out of or relating to this agreement or the Dash3 offering may be brought more than one (1) year after such claim accrues. The foregoing limitations shall not limit customer’s payment obligations under the fees section of this agreement.
16.2. To the fullest extent permissible by applicable law, and except in the case of infringement of Dash3’s intellectual property rights or third-party claims arising under the indemnification provisions of this agreement, neither party (including Dash3’s suppliers) shall be liable for any indirect, incidental, consequential, special, reliance, or punitive damages, or for any loss of profits, revenue, royalties, monies saved, fees generated, data (including loss, corruption, or inaccuracy of data), or cost of procurement of substitute goods or services, whether arising from breach of contract, warranty, tort, statutory remedy, or otherwise, and regardless of whether such damages were foreseeable or whether a party has been advised of the possibility of such damages.
16.3. To the fullest extent permissible by applicable law, customer hereby waives any claim that the limitations or exclusions set forth in this section deprive it of an adequate remedy. The parties acknowledge and agree that this section represents a fair allocation of risk between the parties and that the limitations of liability set forth herein are an essential basis of the bargain and are integral to the fees charged by Dash3, and that Dash3 would not enter into this agreement without such limitations.
16.4. To the fullest extent permissible by applicable law, Dash3 shall have no liability and shall not indemnify customer for any damages, losses, or claims arising directly or indirectly from customer’s failure to install or implement any patch, fix, update, or upgrade; any product changes made pursuant to this agreement; customer’s alleged or actual breach of this agreement; or customer’s use of, or reliance upon, any third-party products, services, or integrations used in connection with the Dash3 offering, all of which are provided solely at customer’s risk, and with respect to which each party expressly disclaims and waives any claims against the other.
17. Disclaimer of Warranties
Customer acknowledges and agrees that Dash3 does not warrant or guarantee any specific results from the Products or any beta, preview, or experimental features, nor does Dash3 warrant that the Products will be uninterrupted, timely, secure, or error-free. The Products, including any beta or pre-release functionality, are provided “AS IS” AND “AS AVAILABLE,” without any representations, warranties, or conditions of any kind. To the maximum extent permitted by applicable law, Dash3 expressly disclaims all warranties and conditions, whether express, implied, statutory, or otherwise, including without limitation any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy, availability, or non-infringement, and any warranties arising out of course of dealing, course of performance, or usage of trade. Without limiting the foregoing, Dash3 makes no representation or warranty that the Products are compliant with tax, accounting, financial, regulatory, or other legal requirements in any jurisdiction, and Customer remains solely responsible for determining the suitability of the Products for its business and compliance obligations.


Dash3 is not responsible for, and disclaims all liability arising from, any configurations, settings, integrations, modifications, or changes to the Products or beta features made by or on behalf of Customer, including changes that affect performance, availability, or results. Dash3 further disclaims any service-level commitments, uptime guarantees, or performance warranties except as expressly set out in a written service level agreement executed by Dash3.


Nothing in this Agreement excludes or limits any rights, warranties, or conditions that cannot be excluded under applicable law. For Customers in the United States, certain implied warranties may not be disclaimed to the extent prohibited by applicable state law, and any such warranties are limited to the shortest period permitted by law. For Customers in Canada, the Products are provided with the benefit of any non-excludable warranties or conditions under applicable provincial consumer protection legislation, and Dash3’s liability for breach of any such non-excludable warranty or condition is limited, to the maximum extent permitted by law, at Dash3’s option, to the repair, replacement, or resupply of the Products, or payment of the cost of repair, replacement, or resupply.


18. Governing Law, Venue, Arbitration and Attorneys’ Fees
18.1. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and such laws of Canada that are applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts located in Ottawa, Ontario.


18.2. As a condition to either party initiating arbitration as provided for below, Dash3 and Customer agree to undertake good faith efforts to resolve any claim, dispute, or controversy arising out of or relating to this Agreement (a “Dispute”). In order to make a good faith attempt to resolve a Dispute, the party seeking relief must notify the other party in accordance with the notice provisions provided for in this Agreement with a written statement (the “Dispute Notice”) which (i) describes the Dispute; (ii) identifies the provision(s) of the Agreement with which the party seeking relief contends the other party has failed to comply; and (iii) requests that the parties meet and confer on a mutually agreeable date and time within thirty (30) days after receipt of the Dispute Notice. The purpose of the meet and confer process is to try to arrive at a mutually agreeable resolution of the Dispute, which may include a compromise or settlement. The parties agree that any statements made by either party during the meet and confer process, including any proposed resolution of the Dispute, are confidential. Any such statements may not be relied upon or introduced as evidence for any purpose, including but not limited to impeachment, in any arbitration or other proceeding.


18.3. Any Dispute not resolved by the meet and confer process described in Section 18.2 within ninety (90) days of the first meeting set out in the Dispute Notice (or such longer period as the parties may mutually agree to in writing) will be determined by confidential arbitration to the exclusion of the courts. The arbitration will be conducted pursuant to the Rules of the International Court of Arbitration of the International Chamber of Commerce that are in effect on the date of the receipt of the Dispute Notice (the “Rules”). The venue and the seat of the arbitration will be as indicated in Section III below. The arbitration will be determined by a sole arbitrator appointed pursuant to the Rules, and will be conducted in the English language to the extent permitted by applicable law. Evidentiary questions during the arbitration will be governed by the International Bar Association Rules on the Taking of Evidence in International Arbitration then in effect. The arbitrator’s award will be binding and final.


18.4. Customer agrees to waive any right Customer may have to commence or participate in any class action or representative proceeding against Dash3 related to any Dispute and, where applicable, Customer also agrees to opt out of any class or representative proceedings against Dash3.


18.5. Notwithstanding the foregoing provisions, (i) each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (ii) Dash3 reserves the right to collect any outstanding amounts that Customer owes to Dash3 in a court of competent jurisdiction.


18.6. The prevailing party in any action brought under this Agreement shall be entitled to recover from the other party, in addition to all other relief, its reasonable attorneys’ and other experts’ fees and expenses incurred with respect to such action.


19. General
19.1. If one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected.


19.2. Unless otherwise required by applicable law, Customer may address all notices, statements and other communications to Dash3 to the following address:


Dash3 Inc.
Carleton Place, Ontario
K7C 0C5
Canada


With a mandatory copy to:
legal@Dash3golf.com


19.3. Dash3 may provide any and all notices, statements and other communications to Customer through either email, posting on its website, an in-product message, or by mail or express delivery service. In all cases, these notices, statements and communications will be deemed received by Customer on the date that they are sent or posted.


19.4. During the term of this Agreement, Customer grants Dash3 a free license to use, reference and display the Customer’s name and trademarks in any communications, including publications, press releases, stories, websites, social media posts, and public filings in connection with the promotion, marketing, distribution and public disclosure of the Dash3 brand, activity and Products (collectively, the “Materials”). Following the termination of this Agreement, Dash3 shall have sixty (90) days to remove all Customer’s name and trademarks from the Materials.


19.5. Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than Customer’s payment obligations) by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party.


19.6. This Agreement, along with the applicable Order Form, the Acceptable Use Policy, the Infringement Policy, the Privacy Policy and the DPA, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto.


19.7. In the event of any inconsistency or conflict between the terms of the Agreement and the terms of the Order Form, the terms of the Order Form shall govern.


19.8. Dash3 reserves the right, at any time and upon thirty (30) days’ written notice, to amend this Agreement, including making changes to the Fees and scope of the Products. Such amendments may be made for reasons including, but not limited to: (i) complying with applicable law or regulation, (ii) security reasons, (iii) changes in market conditions, and (iv) changes imposed by a third-party supplier.


19.9. Customer has reviewed, understood and accepted the terms and conditions set forth in this Agreement and has either consulted with legal counsel prior to executing this Agreement or has knowingly forgone its right to consult with legal counsel prior to such execution.


19.10. Unless otherwise agreed to in writing, and to the extent permitted by applicable law, the parties acknowledge that they require that this Agreement and the associated documentation be drawn up in the English language, that the English language version prevails and that any translation is for information purposes only. Customers located in Quebec, Canada hereby expressly acknowledge that they have been remitted this Agreement in French.


II. Product-Specific Terms and Conditions


III. Governing Law and Contracting Entity
Who Client is contracting with under this Agreement, what law will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such dispute or lawsuit, depend on which Dash3 Affiliate you are contracting with.

Client is contracting with: Dash3 Inc., Canada Company, an Ontario Corporation
The governing law is: Ontario and controlling Canadian federal law
The courts having exclusive jurisdiction are: Ontario and controlling Canadian federal law
Ottawa, Ontario, Canada