TERMS AND CONDITIONS

1. Terms and Conditions Agreement

Welcome to www.topgolfchina.cn/ (the "Site"). The Site is operated by Sports Entertainment Asia Ltd and their affiliates (referred to herein as "we", "us", or "our").

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE. By using this site, you signify your agreement to these Terms of Use. If you do not agree to these terms of use please do not use the site. We reserve the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms periodically for changes. Your continued use of this site following the posting of changes to these terms will mean you accept those changes.

2. Intellectual Property

All materials contained in this site are the copyrighted property of China Topgolf, or their subsidiaries or affiliated companies and/or third party licensors. All trademarks, service marks, and trade names are proprietary to China Topgolf or their affiliates. No material from this site or any Internet site owned, operated, licensed, or controlled by us or our affiliates may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided that

(1)you keep intact all copyright and other proprietary notices,

(2)you make no modifications to the materials,

(3)you do not use the materials in a manner that suggests an association with any of our products, services, or brands, and

(4)you do not download quantities of materials to a database that can be used to avoid future downloads from the Site.

For purposes of these terms, the use of any such material on any other Website or computer environment is prohibited All trademarks, service marks, trade names and trade dress are proprietary to us.

In the event you download software from the Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by us or third party licensors for your personal, non-commercial home use only. We do not transfer title to the Software to you. You own the medium on which the Software is recorded, but we (or third party licensors) retain full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

3. Disclaimer of Warranty and Limitation of Liability

Topgolf does not guarantee the accuracy of information found on the Site. Your reliance on information found on the Site is at your own risk.

THE SITE, AND ALL ITS CONTENTS, IS PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TOPGOLF, ITS AFFILIATES, LICENSORS, SUPPLIERS AND ANY OTHERS INVOLVED IN CREATING THE SITE AND/OR ITS CONTENTS MAKE NO REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, DATA ACCURACY, SYSTEMS INTEGRATION, OR QUIET ENJOYMENT.

UNDER NO CIRCUMSTANCES WILL TOPGOLF, ITS AFFILIATES, LICENSORS, SUPPLIERS OR ANY OTHERS INVOLVED IN CREATING THE SITE AND/OR ITS CONTENTS BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES RESULTING FROM ANY CIRCUMSTANCE INVOLVING THE SITE, ITS FEATURES AND/OR ITS CONTENT (INCLUDING BUT NOT LIMITED TO DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, UNAUTHORIZED USE OF THIS SITE, LOST DATA, DELAY IN OPERATION OR TRANSMISSION, BREACH OF SECURITY, LINE FAILURE, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THIS SITE, OR COMPUTER VIRUS, WORM, TROJAN HORSE OR OTHER HARMFUL COMPONENT), EVEN TOPGOLF OR ANY SUCH OTHER PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE.

TOPGOLF, ITS AFFILIATES, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND ANY OTHERS INVOLVED IN CREATING THE SITE AND/OR ITS CONTENTS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE FEATURES OF OR INFORMATION AVAILABLE ON THIS SITE IN TERMS OF THEIR TIMELINESS, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE ACCURATE AND TIMELY INFORMATION ON THIS SITE, YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED IS ALWAYS UP TO DATE OR THAT THIS SITE CONTAINS ALL THE RELEVANT INFORMATION AVAILABLE ABOUT OUR COMPANY. TOPGOLF UNDERTAKES NO OBLIGATION TO VERIFY OR MAINTAIN THE CORRECTNESS, ACCURACY, RELIABILITY OR CURRENCY OF SUCH INFORMATION.

4. Links to Other Websites

Our Site may provide links to websites not operated by Topgolf. Access to any other websites linked to this Site is at your own risk. Such links do not imply, nor should you infer, Topgolf's association, sponsorship, affiliation or endorsement of material on any other website, and Topgolf assumes no responsibility for third-party websites, including but not limited to any content contained on such websites. For example, Topgolf does not vouch for, or make any judgment or warranty with respect to, the accuracy, reliability or availability of the information or the goods or services offered on third-party websites, even if someone from Topgolf is quoted, leaves a comment, or our marketing or other materials make reference to that party’s website.

Although Topgolf may open a new browser window when you click on a link to a third party’s website, Topgolf does not guarantee that you will receive this alert when you leave the Site. It is your responsibility to determine when you have left this Site.

Unless otherwise set forth in a written agreement between you and Topgolf, you may link your website to the home page of our Site, provided that you adhere to the following linking policy: (i) any link to Topgolf's Site must be a text only link and clearly marked “Topgolf Site,” (ii) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Topgolf's names and trademarks, (iii) the link must “point” to the URL www.topgolfchina.cn and not to other pages within the Topgolf Site, (iv) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Topgolf, (v) when selected by a user, the link must display the Topgolf Site on full-screen and not within a “frame” on the linking Site, and (vi) Topgolf reserves the right to revoke its consent to the link at any time and in its sole discretion.

5. E-mail

E-mail submissions over the Internet may not be secure. Please consider this fact before e-mailing any personal or confidential information.

6. Feedback and Submissions

Submission of any remarks, suggestions, material, information, ideas or other communications (each a “submission”) to this Site will be deemed to transfer to Topgolf all present and future ownership and intellectual property rights in such submission of every kind and nature everywhere. All such submissions by you are voluntary, and Topgolf has no obligation to treat such submissions as confidential or to compensate you for the submission. You agree that all such material, information and ideas are your own original works, and that they have not been published, publicly displayed, performed or transmitted in any manner whatsoever. In addition, you agree that you hereby waive all publicity rights and so-called “moral rights”. You agree that Topgolf has the right, but not the obligation, to display and use your name, likeness and other personal information submitted by you with the submission. If any court determines that Topgolf does not retain exclusive ownership of any such submissions, then Topgolf retains a royalty free, exclusive, sublicensable (through multiple tiers) right and license to use, reproduce, cache, modify, display, publicly perform, transmit, adapt, publish, translate, create derivative works from and distribute the submissions throughout the universe in any medium and through any methods of distribution, transmission and display whether now known or hereafter devised.

Topgolf is not responsible for any submission on its social media pages, including but not limited to Wechat and WEIBO, which feed into the Site. You shall not submit or otherwise publish through such social media pages any content which libels, defames or invades privacy, or is obscene, pornographic, abusive, or threatening; infringes any intellectual property or other right of any entity or person, including, but not limited to violating anyone’s copyrights or trademarks; violates any law; advocates illegal activity; or advertises or otherwise solicits funds or is a solicitation for goods or services (collectively “Non-Approved Material”).

7. Additional Terms

Topgolf may terminate your access to this Site immediately without notice if, in Topgolf's sole discretion, you fail to comply with any of the terms of this Terms and Conditions Agreement. You may terminate this Terms and Conditions Agreement, immediately without notice to Topgolf, at any time by discontinuing your use of the Site, and your use of any information you have obtained from the Site. The paragraphs entitled “Intellectual Property,” “Disclaimer of Warranty and Limitation of Liability,” “Feedback and Submissions,” “Additional Terms,” and “Governing Law and Jurisdiction” shall survive termination of this Terms and Conditions Agreement for any reason.

Topgolf reserves the right to seek all remedies available at law and in equity for violations of this Terms and Conditions Agreement, including suspending or blocking your access to the Site. In addition to this Terms and Conditions Agreement, please see our privacy policy for our policies regarding privacy, which is incorporated herein by reference (“Privacy Policy”).

Certain areas within this Site, may be governed by additional terms and conditions (“Additional Terms”) presented in conjunction with those areas. You must agree to these Additional Terms before using those areas. The Additional Terms and this Terms and Conditions Agreement both apply. In the event of an irreconcilable inconsistency between the Additional Terms and this Terms and Conditions Agreement, this Terms and Conditions Agreement control.

8. Privacy and Children’s Information

Please see our Privacy Policy for more information about the steps we take to protect your privacy. With respect to children’s privacy, we do not knowingly collect any personally identifiable information from children under the age of thirteen years. This Site is directed to adults at least 13 years old, and when a user discloses personal information on this Site, the user is representing to us that he or she is 13 years or older, or if he or she is under age 13 that he or she is using this Site with the involvement of a parent or guardian.

9. No Waiver

No delay or failure by Topgolf to enforce any of these Terms and Conditions Agreement shall constitute a waiver of any of our rights under this Terms and Conditions Agreement. Neither the receipt of any funds by Topgolf nor the reliance of any person on our actions shall be deemed to constitute a waiver of any part of this Terms and Conditions Agreement. Only a specific, written waiver signed by an authorized representative of Topgolf shall have any legal effect.

If any clause or provision set forth in this Terms and Conditions Agreement is determined to be illegal, invalid or unenforceable under present or future law, the clause or provision shall be deemed to be deleted without affecting the enforceability of all remaining clauses or provisions.

11. Jurisdiction

The Site is controlled and operated by Sports Entertainment Asia Ltd and its affiliates from its offices in China. We make no representation that materials on the Site are appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.