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PART 2: TERMS AND CONDITIONS <br />1 PROVISON & USE OF THE PRODUCT <br />1.1 Toptracer shall provide the Product to the <br />Customer for use in the defined number of <br />Bays at the Facility for the Permitted Purpose <br />(as defined below) during the Term in <br />accordance with this Agreement. <br />1.2 "Permitted Purpose" means use for the <br />tracing of golf balls at the Facility within the <br />normal scope of the Customer's range <br />business. Permitted Purpose does not include <br />(i) use or integration with any other software, <br />hardware or golf ball tracing products or <br />systems: (ii) research or product <br />development purposes; (iii) use by any third <br />parties: (iv) any other usage not expressly set <br />out herein. <br />HARDWARE <br />Customer shall obtain no rights, title, or <br />interest in the Hardware. Customer shall not <br />open, modify or tamper with any Hardware, <br />or install any software thereon. Toptracer <br />shall have the right to access the Facility and <br />inspect and/or remove the Hardware upon <br />reasonable notice. The risk of loss, theft, <br />damage, or destruction of the Hardware shall <br />pass to the Customer as soon as it arrives at <br />the Facility and shall continue until it is <br />returned to Toptracer's possession ("Risk <br />Period"). <br />3 INSTALLATION <br />3.1 Power & Data: Prior to installation, Customer <br />must ensure (at its own cost) that the Facility <br />is fully wired for power and data connections <br />to all Sensors and Screens, the server room, <br />truss bases (including trenching/boring, <br />concrete bases and conduits) and other <br />locations in line with specifications provided <br />by Toptracer. <br />3.2 As (and to the extent) detailed in Part I, <br />Customer is responsible for receiving a quote <br />for Power & Data in line with specifications <br />provided by Toptracer within two weeks <br />following the site audit to be performed by <br />Toptracer. If Toptracer has a preferred <br />vendor, it will inform Customer accordingly. If <br />the quote received by Customer exceeds the <br />Power & Data Estimate, Toptracer shall have <br />the right to source a secondary quote. If the <br />Customer's and Toptracer's quote both <br />exceed the Power & Data Estimate by more <br />than 20 percent, Customer shall have the <br />right to terminate this Agreement by giving <br />notice within two weeks of receipt of <br />Toptracer's secondary quote. <br />3.3 Customer shall provide no less than weekly <br />progress updates and shall inform Toptracer <br />if there is any risk that Power & Data <br />installation may not be completed in time. If <br />Power & Data is not completed prior to when <br />Product installation is due to commence, <br />then Toptracer shall be entitled to (i) adjust <br />the Installation Date at its sole discretion; or <br />(ii) terminate this Agreement. Where <br />Toptracer discovers that Power & Data <br />installation is incomplete when it arrives on <br />site to commence installation, Toptracer shall <br />have the right to charge the Customer the <br />costs of flights/expenses and man-hours for <br />the unnecessary trip. Failure to provide <br />Electrical and Data Cable Certification will (i) <br />result in Toptracer having the right to <br />perform a data cable test, which will be <br />recharged to the Customer as per Toptracer s <br />price list and (ii) mean that the Power and <br />Data install is incomplete due to the <br />Customer. <br />3.4 Installation: The Product will be installed at <br />the Facility by Toptracer by the date set out <br />in Part I unless delayed by (i) any breach <br />hereof or other act or omission of the <br />Customer; or (ii) any reason out with <br />Toptracer's reasonable control (including, <br />without limitation, inclement weather). <br />Should installation be delayed due to <br />Customer's breach of this Agreement or <br />other act or omission of the Customer, <br />Toptracer shall be entitled to invoice the Fee <br />from the date set out in Part I. Customer <br />agrees that there may be disruption at the <br />Facility during installation and consents to <br />Toptracer making alterations to the Facility to <br />accommodate the Product which Toptracer <br />shall have no obligation to remedy. Customer <br />shall provide all assistance as Toptracer may <br />require during installation (including <br />providing a crane or mechanical hoist and <br />scaffolding at its own cost) and shall further <br />have overall responsibility for all health and <br />safety at its Facility. <br />3.5 For Toptracer to be able to determine if <br />installation of the Product is possible, <br />Customer shall provide Toptracer with all <br />necessary information in regard to the <br />environment of Facility. Toptracer shall have <br />the right to terminate this Agreement with <br />immediate effect if Toptracer finds that <br />installation of the Product is not possible. <br />Is 1W <br />dm sr, sac <br />