Terms

TERMS OF SERVICE - TRANSCEND GOLF LTD.

LAST UPDATED: November 1, 2023

Transcend Golf Ltd. (hereinafter referred to as “TGL”, “us”, “we” or “our”) is a business incorporated pursuant to the laws of the Province of Ontario. TGL operates a fully automated golf simulation facility (the “Service(s)”).

These terms of use together with our booking form, Privacy Policy, Waiver and Code of Conduct (the “Terms”) are made between TGL and you (hereinafter referred to as “you” or “your”) and cover your use and access to TGL's website, www.transcendgolf.ca and mobile applications (collectively the “Site”) and the terms and conditions applicable to your purchase and use of our Services.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING THE SITE OR USING THE SERVICES.

TERMS AND POLICIES

By clicking “I ACCEPT”, visiting our site or accessing our services, you covenant and agree that you and your invitees will: (i) comply with all of the responsibilities, obligations, rules and restrictions set out in these Terms (including without limitation the “Code of Conduct” set out in Schedule A hereto, and the “Waiver” set out in Schedule B hereto), and such other materials and communications as are provided by TGL to you from time to time, or are otherwise posted at the TGL golf simulator facility (the “Facility) (collectively, the “Rules”); and (ii) advise any of your invitees to the Facility of all such Rules, and cause all such persons to comply with all of these Terms and the Rules at all times while accessing the Services.

Privacy: By visiting our Site or accessing the Services, you agree that we can collect and use your information in accordance with our Privacy Policy, as may be amended from time to time. You also acknowledge that all TGL virtual golf facilities (the “Facility”) are monitored by video surveillance.

Amendment to Terms, Waiver, Code of Conduct and Privacy Policy. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms from time to time, and your continued use of our Site and the Services constitutes your agreement to all such changes. You can review the most current version of the Terms at any time on this page. It is your responsibility to check our Site periodically for changes.

Age of Majority: Unless otherwise agreed in writing by TGL, you must be the age of majority in your jurisdiction to use our Services.

BOOKINGS, FEES AND CANCELLATIONS

Bookings. In order to access the Services, you will be required to complete the booking form on our Site and pay the applicable fees. As part of the booking form, you will be required to list all invitees who will be attending the Facility (the “Invitees”). NO INDIVDIUALS SHALL BE PERMITTED ON OR AT THE FACILITY UNLESS: (A) THEY ARE LISTED IN THE BOOKING FORM; AND (B) HAVE SUBMITTED A SIGNED WAIVER.

By completing the booking on our Site, you hereby represent and warrant as follows: (i) all information provided in the booking is true and correct; and (ii) you have read and understand your responsibilities and obligations in occupying and making use of the Facility, as set out herein, in our Code of Conduct and Waiver (also accessible on our Site).

Fees, Scheduling, Cancellation. TGL's policies regarding the Services, including but not limited to, fee payment, refund, scheduling, and cancellation can be found on the Site, and are subject to change from time to time.

TGL Right to Cancel. TGL has the right to suspend or terminate your booking and refuse any and all current or future use of the Services (or any portion thereof) if: (i) you provide, or TGL has reasonable grounds to believe you have provided, inaccurate, incomplete information or information that is not current; (ii) for failure to pay applicable fees; (iii) you breach any of these Terms; or (iv) otherwise in accordance with these Terms or for any other reason.

PAYMENT PROCESSING

Third Party Merchant Processer. TGL currently contracts with Stripe, a third party provider, for payments associated with any Fees payable to TGL in connection with your use of the Services. All payment processing services are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms, you agree to be bound by the Stripe Services Agreement, as it may be modified from time to time.

In the event of a dispute as to whether a payment was made, the resolution of such dispute shall be conclusively resolved by resorting to Stripe's internal records. TGL shall have no responsibility or liability for any alleged payment that is not recorded or verified on Stripe's system.

THIRD PARTY WEBSITES

Third-Party Links. The Site may contain links to affiliates or third-party websites, which are provided for convenience only. TGL does not make any representations or warranties of any kind in connection with such content. TGL has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any affiliate or third-party sites and services. We strongly advise you to read the terms and conditions and privacy policy of any affiliate or third-party site that you visit.

INTELLECTUAL PROPERTY

Intellectual Facility. All information available through the Site or the Services including but not limited to text, graphics and code is copyrighted, and is the sole and exclusive property of TGL or third parties. It is protected by Canadian and international copyright laws. ALL RIGHTS ARE RESERVED. You may use the Site and Services solely for your own use, in accordance with these Terms. Any and all other use, including but not limited to the reproduction, distribution, display or transmission of the content of the Site, or altering any of the information or materials is strictly prohibited.

All trademarks, service marks and trade names provided in connection with the Site and Services and other information and materials, are sole property of TGL or third parties. You are prohibited from using any such marks for any purpose without the written permission of TGL or such third party, which may own the marks.

LICENSE AND PROHIBITED USES

Licenses and Use of Services. Subject to these Terms, TGL hereby grants you a limited, revocable, non-transferable, non-sub-licensable, non-exclusive, royalty-free license to access and use the Site and the Services for your own personal and non-commercial purposes. Any rights not expressly granted herein are reserved by TGL.

Prohibited Uses. You are prohibited from:(a) using the Services for any unlawful purpose or in any manner inconsistent with the rights granted herein; (b) infringing upon or violating our intellectual property rights or the intellectual property rights of others; (c) submitting false or misleading information; (d) uploading or transmitting viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or any related websites or mobile applications; (f) for any reason that would violate these Terms. We reserve the right to terminate your use of the any of our Services for breach of this provision.

DICLAIMERS, WAIVERS AND LIABLITY

Waiver. All bookings and access to the Facility require acceptance of the Waiver by you and your Invitees prior to your arrival at the Facility. All signed Waivers must be submitted online to TGL prior to your booking time. Failure to do so will result in the removal of you and your Invitees from the Facility without refund.

General Disclaimer. TGL does not represent or warrant that: (a) your use of the Site or the Services will meet your requirements, be uninterrupted, timely, secure, or free from error. TGL does not provide any warranties, either expressly or impliedly, for any particular purpose and expressly disclaims all representations and warranties, including without limitation any implied warranties and conditions of merchantability, merchantable quality, non-infringement and fitness for a particular purpose and those arising by statute or otherwise in law or from a course of dealing or usage of trade.

Limitation of Liability and Exclusion of Damages. YOU ACKNOWLEDGE THAT THE USE OF THE FACILITY BY YOU OR ANY INVITEE IS ENTIRELY AT YOUR OWN RISK AND THE INVITEES OWN RISK. Neither TGL nor its respective officers, directors, shareholders, employees, contractors, suppliers and agents (collectively the “Releasees”) shall have any responsibility or liability whatsoever for any accidents, injuries, illness or death to you or your Invitees while at the Facility, or any loss of or damage to your personal property or any personal property of any Invitee while at the Facility.

Under no circumstances will TGL or any of the Releasees, be liable for consequential losses or indirect or special damages of any kind or for any loss or damage arising out of your use of the Site or the Services even if TGL has been advised of the possibility of such damages. This limitation shall apply irrespective of the nature of the cause of action, demand or action, including but not limited to breach of contract, negligence, tort or any other legal theory, and survives a fundamental breach or failure of the essential purpose of the terms. Further, to the fullest extent permitted by applicable law, the Releasee's maximum aggregate liability concerning or in any way related to your use of the Site or the Services, is limited to direct damages in an amount not to exceed the total fees paid to TGL by you during the one (1) month immediately preceding the event giving rise to such claim.

Your Responsibility and Liability. You agree to cause your Invitees to comply with all of these Terms and you agree to be fully responsible and liable for their failure to do so and any acts and omissions of any Invitees in connection with the use of the Services that result in any losses, damages or costs of any kind whatsoever including, but not limited to, any damage to the Facility caused by any Invitees while at the Facility.

Indemnity. You hereby agree to indemnify, hold harmless and defend the Releasees from and against any action, suit, claim, demand, proceedings, liability, damage, loss, cost and expense (including, without limitation, reasonable legal fees) which may be made or brought against the Releasees, or which any of them may suffer or incur as a result of or in relation to (i) any non-fulfillment of any covenant or agreement on your part under these Terms; and/or (ii) any breach by you of any of your obligations, representations or warranties under these Terms; (iii) any use of the Services at the Facility; (iv) any failure by you or any of your Invitees to comply with these Terms, including any failure to observe the Rules; and/or (v) personal injury, illness or death to you or your Invitees or loss or damage to your property or the property of your Invitees occurring at the Facility.

Violation of the Terms. IF YOU OR YOUR INVITEES VIOLATES ANY OF THESE TERMS OR THE RULES, TGL MAY EVICT SUCH INDIVIDUALS FROM THE FACILITY, AND YOU WILL FORFEIT ALL FEES AND OTHER AMOUNTS PAID TO TGL HEREUNDER. You waive any and all rights under these Terms upon any such violation or breach of these Terms and shall vacate the Facility immediately upon TGL's request.

Law. You covenant and agree with TGL to comply with all applicable laws, by-laws, rules and regulations at all times while at the Facility, including without limitation, observing local rules regarding fire-bans and weather advisories (collectively, “Applicable Law”). You accept any and all responsibility and liability for any loss or damage arising in connection with any failure by any Invitee to comply with Applicable Law.

GENERAL

Correcting Errors. Occasionally there may be information on our Site that contains typographical errors, inaccuracies or omissions, including but not limited to product description errors, pricing errors, content errors, and other matters. TGL reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate at any time without prior notice to you (including after you have submitted your order).

Further Assurances. You will from time to time at TGL's request and without further consideration, execute and deliver such other documents and take such further action as may be required to more effectively complete any matter provided for in these Terms.

Entire Agreement. These Terms, the Privacy Policy, Waiver and Code of Conduct and any further terms provided to you upon or in connection with your use of the Site or Services constitutes the entire agreement between you and TGL with respect to the subject matter hereof and supersedes all prior understandings, negotiations and agreements.

Survival of Terms: These Terms will remain in effect so long as is necessary to give full effect to your past, present and/or future use of TGL Content.

Severability. If any portion of these Terms is found to be illegal, invalid or unenforceable, the remaining portions shall remain in full force and effect.

Interpretation. Section headings are included for convenience of reference only and shall not affect the construction or interpretation of these Terms. These Terms shall not be construed against TGL by reason of the drafting or preparation of this document by its legal counsel. Time shall be of the essence in these Terms.

Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws rules). The parties hereto agree that the Courts of Ontario shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of these Terms. Each party hereto does hereby attorn to the exclusive jurisdiction of the Courts of the Province of Ontario.

Schedule A

CODE OF CONDUCT

By attending the Facility and using Transcend Golf Inc.'s (“TGL”) fully automated golf simulation facility, you acknowledge and agree as follows:

  1. NON-SUPERVISED. The Facility is not supervised at all times and is used at your own risk.
  2. VIDEO SURVEILLANCE. The Facility is monitored by video surveillance. Security will monitor the surveillance cameras and periodically patrol for compliance.
  3. FIREARMS, FIREWORKS, ETC.: The discharge and carrying of firearms on or in the Facility, is prohibited. The term “firearms” includes but is not limited to, rifles, shotguns, revolvers, air pistols, pellet guns, air guns of all kinds, bows and arrows, crossbows, traps, and snares. The carrying and ignition of firecrackers, fireworks, similar devices, or other flammable or hazardous materials of any kind are prohibited on, in and near the Facility.
  4. FIRE ALARMS: If the you notice any deficient activity, such as beeping, from any fire alarm on the Facility, you shall notify 905-949-7994 immediately. Otherwise, you shall not tamper with any fire alarms or smoke detectors on the Facility.
  5. AGE OF MAJORITY. Individuals under 19 must be accompanied by an adult.
  6. NO PETS. Pets, other than guide/service animals are not permitted at any time.
  7. ATTIRE. Proper attire is required; shoes, pants and shirts must be worn at all times.
  8. NOISE/BOISTEROUS BEHAVIOUR: Noise must be kept a reasonable level as not to cause a disturbance to others at the Facility. Boisterous behaviour (including yelling, running, rowdyish, vandalism, intoxication or inebriation from drugs and/or alcohol and/or any other form of misconduct behaviour) is strictly prohibited, dangerous and disruptive. Complaints arising in connection with any violation of these rules may result in immediate eviction of your party from the Facility without refund of any kind.
  9. SMOKING/VAPING: This is a NON-SMOKING/VAPING property. No smoking or vaping is allowed inside of the Facility whatsoever. Any violation of this rule will result in a fee of $500.00 being charged to your party, in addition any smoke- or vapor-related damage to the Facility.
  10. ILLEGAL DRUGS: Under no circumstances shall any illegal drugs be allowed at the Facility.
  11. EQUIPMENT. Non-stationary equipment must be returned to their rightful place at the end of the reserved timeslot. Equipment shall not be removed, added, modified or used in a manner other than for which it was intended.
  12. LITTERING: All garbage must be disposed of in the waste receptacles provided at the Facility for this purpose. No person shall leave litter of any kind on, at Facility.
  13. FOOD AND DRINKS. Any spills must be cleaned up immediately.
  14. DAMAGE/REPAIRS: You must notify 905-949-7994 immediately if you or any other person discovers any part of the Facility or any equipment thereon needs maintenance/repair. Damage and/or theft of TGL's property is the responsibility of individual who reserved the space and will be invoiced for the cost of replacement or repair as determined by TGL in its sole discretion.

All visitors to the Facility must abide by these rules and regulations of TGL and the terms herein. The individual who made the reservation is responsible and or/liable for any act, claims, damages, nuisance or liabilities caused by their invitees.

All persons using the Facility shall release, waive, indemnify, hold harmless and discharge TGL, its board of directors, agents, employees from any and all liabilities, claims, expenses, damage, monetary damages, fines, penalties, demands, actions, causes of action, legal proceedings and costs on a full indemnity basis, whatsoever that may occur as a result of your use of the Services and attendance at the Facility, including but not limited to injury, illness, death, property damage, theft, nuisance, negligence, claim or demand of any kind which may occur.

Schedule B

WAIVER FOR ADULT BOOKING ONLINE

TO: Transcend Golf Ltd. (“TGL”) and its affiliates and their respective shareholders, directors, officers, employees, contractors and agents (collectively, the “Releasees”)

In consideration for TGL allowing me and my invitees to attend its indoor recreational facility located at 2180 Dunwin Drive, Unit 4 Mississauga, Ontario and/or 2480 Homer Watson Blvd., B9 & B10, Kitchener, Ontario (the “Facility”) and to participate in and/or observe the activities available at the Facility, which may include without limitation virtual golf simulation (the “Activities”) and for other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I, on my behalf and on behalf of my heirs, executors, administrators, personal legal representatives, assigns and next of kin (collectively, my “Legal Representatives”), covenant and agree as follows:

ACKNOWLEDGMENT OF RISKS. I understand that there are risks and dangers, both known and unknown, in participating in and/or observing the Activities. A partial list of the risks and dangers include: slips, trips, falls and/or collisions; abrasions, contracting COVID-19 or another illness through coming into contact with or exposure to other people at the Facility. The said risks and dangers may be affected by a number of factors including, but not limited to; compliance with the Code of Conduct of TGL, as may be amended from time to time (the “Code of Conduct”); and the negligence or intentional acts or omissions of others including, but not limited to, other participants, observers or any of the Releasees.

I acknowledge that such risks and dangers may cause serious injury, illness or even death and that personal property which I or my invitees bring to the Facility can be lost, stolen or damaged and that the foregoing can occur by accident, through negligence or even intentionally.

ACKNOWLEDGMENT RE SELF-SUPERVISION. I acknowledge that the Facility is not supervised at all times and that I and my invitees will be participating in the Activities at the Facility at our own risk and at times without staff supervision. I acknowledge that it is my responsibility to adhere to the Code of Conduct and to ensure that my invitees adhere the Code of Conduct.

ASSUMPTION OF RISK AND RESPONSIBILITY. My attendance and the attendance of my invitees at the Facility and our participation in and/or observance of the Activities is voluntary and I fully assume the risk of any personal injury, illness or death occurring to me and/or my invitees and the risk that any of my personal property or the personal property of my invitees is lost, stolen or damaged even if such injury, illness, death, loss or damage is caused by the negligence or willful acts or omissions of any of the Releasees or any other person and whether same occurs while participating in or observing the Activities or in any other area of the Facility (such as the entrances, exits or washrooms) or outside of the Facility (such as on the sidewalks or parking areas).

WAIVER AND RELEASE. I hereby waive all rights to make or bring any claims, demands, actions, suits or proceedings (collectively, “Claims”) which I, my invitees, or my Legal Representatives have or may in the future have against the Releasees (or any of them) and hereby release and forever discharge the Releasees (and each of them) from any and all Claims and liability for or in respect of any illness, infection, injury, death, property damage, loss, cost or expense suffered or incurred as a result of or related to my or my invitees participating in or observing the Activities or attending at the Facility, due to any cause whatsoever including, but not limited to, negligence, wilful acts or omissions, breach of contract or breach of any statutory or other duty of care by any of the Releasees or any other person.

INDEMNITY. In the event that: (a) I or my invitees cause or contribute in any way to the injury, illness or death of any person who is at the Facility or to the damage or loss of any property at the Facility, and/or (b) any Claims are made or brought against the Releasees (or any of them) in connection with any matter hereinbefore released; I shall indemnify and hold harmless the Releasees (and each of them) from and against any and all resulting or related Claims, liabilities, judgements, costs and/or expenses (including lawyer's fees and disbursements).

HEALTH AND SAFETY MATTERS. I have no illnesses, disabilities or other conditions that prevent me from safely participating in the Activities. If any such conditions arise in the future, I will consult with a physician before participating in any Activities. I acknowledge that the Code of Conduct has been designed in part to create a safe environment for participants and observers of the Activities. I will abide by such Code of Conduct at all times while at the Facility and understand that TGL has the right to suspend my participation in the Activities if it deems necessary.

GENERAL. This Release and Waiver shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws Code of Conduct). I agree that the Courts of Ontario shall have exclusive jurisdiction to entertain any legal proceeding based on any provisions of this Release and Waiver, and I irrevocably submit to the exclusive jurisdiction of the Courts of Ontario for such purposes. If any portion of this Release and Waiver is found to be illegal, invalid or unenforceable, the remaining portions shall remain in full force and effect. In this Release and Waiver, headings are for convenience of reference only and are not intended to be full or complete descriptions and words in the singular shall include the plural and vice versa. This Release and Waiver shall be binding upon myself and my Legal Representatives. This Release and Waiver shall apply to all visits to the Facility.

ADULT PARTICIPANT / OBSERVER

I have read and understand this Release and Waiver and agree that by signing it or clicking "I ACCEPT" I am giving up certain legal rights that I may otherwise have. I confirm that I have the legal authority to provide this waiver on behalf of myself and that it is legally binding on me.

Further, I have read the Terms of Use and Code of Conduct in their entirety and fully understand their respective terms.

I acknowledge that I am signing or accepting this waiver freely and voluntarily and intend my signature or acceptance to be a complete waiver of claims and unconditional release of the Releasees from any and all liability in relation to any and all risks related to my participation in and observance of the Activities.