WePay Terms of Service

WePay Merchant Payment Platform Terms of Service

Revised as of December 7, 2022

Your use of the WePay Merchant Payment Platform (as defined below) from PlayMetrics, LLC is subject to the following terms, which constitute a legally binding agreement concerning your use of the Merchant Payment Platform. As used in these WePay Merchant Payment Platform Terms of Service (as defined below), “ we ”, “ us ” and “ PlayMetrics ” means PlayMetrics, LLC. Capitalized terms used and not defined in these terms have the meanings given to them in the PlayMetrics Master Services Agreement .

By signing up for a Merchant Payment Platform account or by using the PlayMetrics Merchant Payment Platform, you are agreeing to be bound by the following WePay merchant payment platform terms of service (the “WePay Merchant Payment Platform Terms of Service ”). These terms should be read in conjunction with the applicable form of the WePay Terms of Service, dependent on your geographic location (United States: WePay Terms of Service United States ; or Canada: WePay Terms of Service Canada ) (collectively, the “ WePay Terms of Service ”), and to the extent they conflict with or are inconsistent with the applicable WePay Terms of Service in relation to your use of the Merchant Payment Platform, the WePay Terms of Service take precedence over the WePay Merchant Payment Platform Terms of Service. If these WePay Merchant Payment Platform Terms of Service conflict with the PlayMetrics Website Terms and Conditions , these WePay Merchant Payment Platform Terms of Service will control to the extent of the conflict.

The merchant payment platform offered by PlayMetrics under the WePay Merchant Payment Platform Terms of Service permits you to sell your services online and/or receive money online for registration with your club or for certain club events, and enables “Merchants” (as defined in the applicable WePay Terms of Service ) to accept credit and debit card payments online. Any such services offered by PlayMetrics are referred to in these WePay Merchant Payment Platform Terms of Service as the “ Merchant Payment Platform ”. Any new features or tools which are added to the Merchant Payment Platform shall be also subject to the WePay Merchant Payment Platform Terms of Service. You can review the current version of the WePay Merchant Payment Platform Terms of Service at any time at www.playmetrics.com/merchanttos . PlayMetrics reserves the right to update and change the Merchant Payment Platform Terms of Service by posting updates and changes to the PlayMetrics website. You are advised to check the WePay Merchant Payment Platform Terms of Service from time to time for any updates or changes that may impact you, and if you do not accept such amendments, you must cease using the Merchant Payment Platform.

The PlayMetrics Merchant Payment Platform integrates with the WePay, Inc. (“ WePay ”) payment processing services. WePay is a third-party payment processor. In order for you to use WePay’s payment processing services, you must register directly with WePay as a “ Merchant ”. WePay provides payment processing services to Merchants to facilitate receipt by Merchants of payments by card and bank transfer (as applicable). These transactions are solely between Merchants and persons who pay them (" Purchasers "). The WePay Terms of Service explain that process and are available here: United States - https://go.wepay.com/terms-of-service-us ; or Canada - https://go.wepay.com/terms-of-service-canada/ and are incorporated herein by reference. The WePay Privacy Policy is available also here: https://go.wepay.com/privacy-policy . By accepting these WePay Merchant Payment Platform Terms of Service with PlayMetrics, you expressly agree that you have reviewed the applicable WePay Terms of Service and WePay Privacy Policy for the country in which you are located and agree to them. If you have questions regarding the WePay Terms of Service or WePay Privacy Policy , please refer to the WePay website www.wepay.com or contact WePay at https://support.wepay.com/hc/en-us .”

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these WePay Merchant Payment Platform Terms of Service, including PlayMetrics Terms and Conditions and PlayMetrics Privacy Policy , before you may sign up for a Merchant account or use the Merchant Payment Platform.

1. Eligibility

To be eligible to use the Merchant Payment Processing Services, you must have entered into a direct written agreement with PlayMetrics granting you a license to utilize the Club Operating System Platform, and a separate Merchant Payment Platform Addendum granting you a license to utilize the Merchant Payment Platform. Further, you must have an active PlayMetrics Club Operating System Platform account with the Merchant Payment Platform enabled for your club.

Additionally, to utilize the Merchant Payment Platform your club’s designated “Financial Administrator” is required to establish an active Merchant account with WePay, a WePay profile, and must have agreed to the applicable WePay Terms of Service and the WePay Privacy Policy . All payments made through the Merchant Payment Platform are processed through WePay. The applicable WePay Terms of Service contain many important provisions concerning the use of the Merchant Payment Platform and of their services for Card Transactions – only some of which are summarized in these WePay Merchant Payment Platform Terms of Service. Please review the applicable WePay Terms of Service carefully. You must be located in one of the 50 United States, the District of Columbia, or Canada. Residents of Puerto Rico, U.S. territories (such as Guam), and U.S. military bases are not supported. A Merchant must be either a United States or a Canadian citizen, a legal permanent resident of the United States or Canada, or a United States or Canadian business or nonprofit organization having a physical presence in the United States or Canada and authorized to conduct business by the state in which it operates. A “Financial Administrator” who opens a Merchant account must be eighteen (18) years of age or older. Such “Financial Administrator” may open a Merchant account for a business or nonprofit organization only if it is legitimate and the user has the authority to enter into these WePay Merchant Payment Platform Terms of Service on its behalf. Your acceptance of these WePay Merchant Payment Platform Terms of Service constitutes acceptance by the business or nonprofit organization.

2. Registration Data

When a designated “Financial Administrator” registers for a Merchant account, he/she agrees to (a) provide true, accurate, current and complete information as may be prompted by any Merchant account registration forms and on the Merchant Payment Platform, including full legal entity name, contact name, email address, password, street address, telephone number, tax identification number (such as Social Security Number), date of birth and beneficial ownership information (where applicable) (collectively, the “ Registration Data ”); and (b) promptly update the Registration Data and any other information you provide to PlayMetrics or WePay, to ensure it remains true, accurate and complete. You agree to provide supplemental documentation upon request (including but not limited to: articles of incorporation, passports, driver's license or a business license).

You agree that the Registration Data provided is complete and accurate to the best of your knowledge and authorize the Merchant Payment Platform and WePay, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases). You specifically authorize WePay and PlayMetrics to obtain your business credit reports from time to time and use them in connection with establishing and maintaining your Merchant Account. You agree to promptly notify WePay or PlayMetrics, as applicable, if there are any significant changes to the nature of your business (including changes to any trade name(s)), services or in the event any person or entity acquires any beneficial ownership interest in you which is twenty-five percent (25%) or more.

By registering as a Merchant, you also confirm that you will not accept payments or use the Merchant Payment Platform in connection with the prohibited activities, items or services set forth in the applicable WePay Terms of Service. Please contact activity-inquiry@wepay.com if you have questions about whether these categories apply to you.

3. Account Security

You agree to keep your access credentials (such as passwords, or other information required to access the Merchant Payment Platform) secure and confidential. You must immediately notify PlayMetrics of any unauthorized use (or suspected unauthorized use) of your access credentials. You are solely responsible for all activity on your Merchant account, and for all charges incurred by your Merchant account. The access credentials are the property of PlayMetrics and may be revoked if you share them with any third party (other than as allowed in the WePay Merchant Payment Platform Terms of Service), if they are compromised, if you violate these WePay Merchant Payment Platform Terms of Service or if PlayMetrics terminates the Merchant Payment Platform.

Further, as a condition of using the Merchant Payment Platform, you must:

not attempt to undermine the security or integrity of PlayMetrics’ computing systems or networks or, where the Merchant Payment Platform are hosted by a third party, that third party’s computing systems and networks;
not use, or misuse, the Merchant Payment Platform in any way which may impair the functionality of the Merchant Payment Platform, or other systems used to deliver the Merchant Payment Platform or impair the ability of any other user to use the Merchant Payment Platform;
not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Merchant Payment Platform are hosted;
not use the Merchant Payment Platform to transmit any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use); and
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Merchant Payment Platform except as is strictly necessary to use it for normal operation.

4. Electronic Signature Disclosure and Consent

PlayMetrics requires your consent to use your electronically recorded signature in the Merchant Payment Platform. Your electronically recorded signature will constitute your acknowledgment that you accept the WePay Merchant Payment Platform Terms of Service herein and the WePay Terms of Service which will be used to create a legally binding agreement. This recorded confirmation by you will constitute your signature.

By accepting the, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, " Communications ") that PlayMetrics, WePay, or the Merchant Payment Platform provide in connection with your Merchant account and your use of the Merchant Payment Platform. Communications include but are not limited to:

agreements and policies, such as this WePay Merchant Payment Platform Terms of Service and our Privacy Policy, including updates thereto;
annual disclosures;
transaction receipts or confirmations;
communication in relation to delinquent accounts (which may also be by phone, and may be made by WePay or by anyone on its behalf, including a third party collection agent);
Account statements and history; and
federal and state tax statements (we may, but are not obligated to, send tax-related information electronically).

PlayMetrics or WePay will provide these Communications to you by emailing them to you at the primary email address listed in your Financial Administrator registration, by texting them to you at the primary telephone number listed in your Financial Administrator registration, by emailing or texting you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Merchant Payment Platform. PlayMetrics or WePay may also provide certain Communications (such as federal and state tax statements) by U.S. mail to the street address listed in your Financial Administrator account registration. Communications are considered received by you within 24 hours of the time they are emailed to you, posted to the Merchant Payment Platform, or mailed to you. It is important for you to retain copies of Communications because they may not be accessible in your Merchant account at a later date. You further agree that your electronic signature has the same effect as your manual, physical signature.

5. Hardware and Software Requirements

In order to access the Merchant Payment Platform, you will need the following computer hardware and software:

a computer or mobile device with an Internet or mobile connection;
a modern web browser that includes 256-bit encryption, such as the current version of Chrome (www.google.com/chrome), Internet Explorer (www.microsoft.com/edge), Mozilla Firefox (www.mozilla.com), or Apple Safari (www.apple.com/safari);
for application-based services, a recent device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store, and the most recent versions of Apple Safari or Google Chrome on iOS or Google Chrome for Android OS; and
access to the primary email address registered with WePay or the Merchant Payment Platform.

By giving your consent, you are confirming that you have access to the necessary equipment and are able to utilize the Merchant Payment Platform.

6. Accepted Forms of Payment

The Merchant Payment Platform supports most domestic credit or debit cards with a Visa, MasterCard, American Express or Discover logo. PlayMetrics may add or remove support for certain payment cards at any time without prior notice. PlayMetrics may elect only to process cards that receive an authorization from the applicable issuer. You agree to accept all of the cards issued by Card Networks that the Merchant Payment Platform supports in accordance with the terms of these WePay Merchant Payment Platform Terms of Service.

The Merchant Payment Platform may also support payments via ACH from U.S.-based Purchasers with a U.S. bank account to U.S.-based Merchants, if supported by the Merchant Payment Platform. We may conduct verification checks on Purchasers to ensure account ownership and sufficient balance, and we may refuse to process payments from Purchasers at our discretion.

The Merchant Payment Platform supports payments via Apple Pay to Merchants in the U.S., if supported by the Merchant Payment Platform. The Apple Pay Web Merchant Terms and Conditions apply, and Merchant agrees to be bound by them.

The Merchant Payment Platform supports payments via Chase Pay to Merchants in the U.S., if supported by the Merchant Payment Platform. The Chase Pay through Platform Provider Merchant Terms & Conditions apply, and Merchant agrees to be bound by them.

7. Merchant Payment Platform Fees

You agree to pay the applicable payment transaction processing, exceptions processing, chargeback, ACH return, research, or other fee for Transactions (as defined in the applicable WePay Terms of Service) processed through the Merchant Payment Platform. During the Merchant Payment Platform onboarding workflow for Merchants (and in your Merchant Payment Platform Addendum), applicable fees will be displayed so that the Financial Administrator can take them into account. Furthermore, the fees will be accessible for review after the Financial Administrator’s initiation of the Merchant Payment Platform and agreement to the WePay Merchant Payment Platform Terms of Service, in the dedicated fee disclosure documentation of the Merchant Payment Platform Addendum, or in the Settings section of your PlayMetrics Financial Administrator account on the Merchant Payment Platform.

The Merchant Payment Platform fees will be assessed on the total amount charged to the applicable payment card, including any applicable taxes.

Fees and any other charges for the use of the Merchant Payment Platform may change from time to time. Subject to the terms of these WePay Merchant Payment Platform Terms of Service, PlayMetrics and WePay reserve the right to change our fees. PlayMetrics or WePay will try, but are not required, to give you 30 days’ notice before the effective date of any change in a fee. By continuing to use the Merchant Payment Platform, you consent to the change in fees. To withdraw your consent, you must close your Merchant account. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.

Although great care is taken in the production of the Merchant Payment Platform and description of the Merchant Payment Platform, typographical, illustrative or pricing errors may occur. PlayMetrics reserves the right to correct errors at any time. All prices are quoted and are payable in United States’ Dollars and, unless otherwise stated, are quoted before other applicable taxes which will be added on top of the quoted price, but itemized separately. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.

Merchants may increase their prices to include the cost of the fees incurred by them and disclose these increases to their Purchasers as a "Service Fee". Merchants may only do this in compliance with the applicable Card Network Rules and ACH Rules as applicable.

8. Refunds and Returns Provided by Merchants

You agree to process returns of, and provide refunds and adjustments for goods or services through your Merchant account in accordance with these WePay Merchant Payment Platform Terms of Service, the Card Network Rules, and the ACH Rules (if applicable). The Card Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy, (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment.

9. Disputed Charges, Reversals, Chargebacks, Etc.

If a card transaction made through the Merchant Payment Platform (a) is disputed, (b) is reversed for any reason by any third-party service provider, including WePay, or a buyer, or (c) was unauthorized, fraudulent, unlawful, or violated any of WePay Merchant Payment Platform Terms of Service, the amount of the transaction may be reversed or charged back to your Merchant account (a “ Chargeback ”).

If you are reasonably suspected or found to be engaging in any fraudulent transactions or unlawful activity using the Merchant Payment Platform, you also agree that PlayMetrics may decline your transactions, place a hold on your funds, suspend or terminate your Merchant account and other account with PlayMetrics, and share your information with law enforcement.

10. Merchant's Liability for Chargebacks

The amount of a Chargeback may be charged back to you if (a) it is disputed by a Purchaser, (b) it is reversed for any reason, (c) it was not authorized or we have any reason to believe that the transaction was not authorized, or (d) it is unlawful, suspicious, or in violation of the terms of these WePay Merchant Payment Platform Terms of Service. You are responsible for all Chargebacks, whether or not the Chargeback complies with the Card Network Rules. You are also responsible if a Purchaser reverses a payment by bank transfer, whether or not the reversal complies with the ACH Rules.

11. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Merchant Payment Platform. You are solely responsible for collecting, withholding, reporting and remitting any taxes to the appropriate tax authority. Neither PlayMetrics nor WePay is obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Merchant Payment Platform.

PlayMetrics or WePay may have tax reporting responsibilities in connection with the Merchant Payment Platform. For example, PlayMetrics or WePay will report to the Internal Revenue Service, state and/or local governments on Form 1099 as required by law, your name, address, Tax Identification Number (Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.

12. Limited License to use Merchant Payment Platform

PlayMetrics grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to electronically access and use the Merchant Payment Platform solely to accept and receive payments and to manage the funds you so receive, and strictly and solely in accordance with these WePay Merchant Payment Platform Terms of Service. Your use of the Merchant Online Payment Processing Services is subject to all applicable restrictions contained in these WePay Merchant Payment Platform Terms of Service.

You may not, nor may you permit any third party to, do any of the following: (i) access or monitor any material or information on any Merchant Payment Platform system using any manual process or robot, spider, scraper, or other automated means; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from the Merchant Payment Platform; (iii) permit any third party to use and benefit from the Merchant Payment Platform via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under your Merchant Payment Platform Addendum, or these WePay Merchant Payment Platform Terms of Service; (v) violate the restrictions in any robot exclusion headers on the Merchant Payment Platform, work around, bypass, or circumvent any of the technical limitations of the Merchant Payment Platform, use any tool to enable features or functionalities that are otherwise disabled in the Merchant Payment Platform, or decompile, disassemble or otherwise reverse engineer the Merchant Payment Platform, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Merchant Payment Platform, prevent access to or use of the Merchant Payment Platform by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Merchant Payment Platform except as expressly allowed under these WePay Merchant Payment Platform Terms of Service. You may not use the Merchant Payment Platform on a mobile device that is "jail broken" or otherwise modified contrary to the manufacturer's software or hardware guidelines. Your use of the Merchant Payment Platform may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

13. PlayMetrics Limited License of Your User Content

Content provided by users of the Merchant Payment Platform, whether they are Financial Administrators, Purchasers, or other users, is called “ User Content ”. User Content related to your club or entity is your property. PlayMetrics only right to that User Content is the limited licenses to it granted in these WePay Merchant Payment Platform Terms of Service.

PlayMetrics does not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Merchant Payment Platform and provide the Merchant Payment Platform, now and in the future.

Therefore, by uploading User Content to or through the Merchant Payment Platform, you (a) grant PlayMetrics and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Merchant Payment Platform is utilized and from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you upload or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Merchant Payment Platform; and (ii) the use or other transmission of such User Content does not violate these Merchant Payment Platform Terms and will not violate any rights of or cause injury to any person or entity.

These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Merchant Payment Platform. And they are transferable because we need the right to transfer these licenses to any successor operator of the Merchant Payment Platform or a vendor. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Merchant Payment Platform does this to your User Content when it processes it for use in the Merchant Payment Platform.

14. Your Representations and Warranties

You represent and warrant to PlayMetrics that: (a) you are eligible to register and use the Merchant Payment Platform and have the right, power, and ability to enter into and perform under these WePay Merchant Payment Platform Terms of Service; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a Purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Merchant Payment Platform will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Merchant Payment Platform, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Merchant Payment Platform; and (i) your use of the Merchant Payment Platform will be in compliance with these WePay Merchant Payment Platform Terms of Service.

15. No Responsibility for Third-Party Services, Sites or Content

As a service to our users, the PlayMetrics website ( www.playmetrics.com ) or the Merchant Payment Platform may contain links to third-party Web sites (“ Third-Party Sites ”) or third-party content (“ Third-Party Content ”) and may provide third-party services (“ Third-Party Services ”), including payment processors and other payment intermediaries that you may use in connection with your use of the Merchant Payment Platform. You use Third-Party Sites, Third-Party Content (together, the “ Third Party Materials ”) or Third-Party Services at your own risk.

PlayMetrics makes no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Merchant Payment Platform of Third-Party Materials does not imply PlayMetrics’ endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials. PlayMetrics accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, or Web sites linking to the Merchant Payment Platform. When you leave the Merchant Payment Platform, our terms and policies no longer govern, and when you use Third-Party Services their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

The provider of Third-Party Materials and Third-Party Services is solely responsible for such Third-Party Materials and Third-Party Services, the content therein, any warranties to the extent that such warranties have not been disclaimed, any training, support or maintenance for the Third-Party Materials and Third-Party Services, and any claims that you or any other party may have relating to that Third-Party Materials and Third-Party Services or your use of them. You acknowledge that you are purchasing the license to Third-Party Materials and Third-Party Services from the provider of those Third-Party Materials and Third-Party Services; PlayMetrics is acting as agent for the provider in providing such Third-Party Materials and Third-Party Services to you; PlayMetrics is not a party to the license between you and the provider with respect to such Third-Party Materials and Third-Party Services; and PlayMetrics is not responsible for such Third-Party Materials and Third-Party Services, the content therein, or any warranties or claims that you or any other party may have relating to such Third-Party Materials and Third-Party Services or your use of them.

You acknowledge and agree that PlayMetrics and its affiliates are third party beneficiaries of the End User License Agreement for such Third-Party Materials and Third-Party Services, and that, upon your acceptance of the terms and conditions of the license to any such Third-Party Materials and Third-Party Services PlayMetrics will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.

16. Security

If you discover a security-related issue, including any unauthorized use of your access credentials or Merchant account, you will inform us of the issue immediately by contacting the WePay Security Team at security@wepay.com and PlayMetrics. You also agree not to disclose the issue until WePay and PlayMetrics have addressed it unless otherwise required by law. In the event of any dispute between two or more parties as to Merchant account ownership, WePay or PlayMetrics will be the sole arbiter of such dispute in our respective sole discretion. Our decision (which may include termination or suspension of any Merchant account subject to dispute) will be final and binding on all parties.

17. Warranty

YOUR USE OF THE MERCHANT PAYMENT PLATFORM (INCLUDING WITHOUT LIMITATION A RELATED MOBILE APPLICATION), AND CONTENT (COLLECTIVELY, THE “PLAYMETRICS SOLUTION”), AND ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES IS ENTIRELY AT YOUR OWN RISK, AND EXCEPT AS DESCRIBED IN THIS AGREEMENT, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLAYMETRICS, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT THE PLAYMETRICS SOLUTION OR THIRD PARTY MATERIALS OR THIRD PARTY SERVICES ARE OR WILL (A) BE FIT FOR A PARTICULAR PURPOSE, (B) BE OF GOOD TITLE, (C) BE OF MERCHANTABLE QUALITY; OR THEY DO NOT OR WILL NOT INTERFERE WITH OR INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, THE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED AS TO THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE PLAYMETRICS SOLUTION. PLAYMETRICS, ITS SUBSIDIARIES AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE PLAYMETRICS SOLUTION IS OR WILL BE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT OR DESTRUCTION.

PLAYMETRICS, ITS SUBSIDIARIES AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

18. Limitation of Liability and Indemnification

You waive and shall not assert any claims or allegations of any nature whatsoever against PlayMetrics, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the PlayMetrics Solution or any Third Party Materials or Third Party Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the PlayMetrics Solution or any Third Party Materials or Third Party Services. You use the PlayMetrics Solution or any Third Party Materials or Third Party Services at your own risk.

Without limitation of the foregoing, neither PlayMetrics nor any other Released Party shall be liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the PlayMetrics Solution or any Third Party Materials or Third Party Services, including without limitation any damages caused by or resulting from your reliance on the PlayMetrics Solution or any Third Party Materials or Third Party Services or other information obtained from PlayMetrics or any other Released Party or accessible via the PlayMetrics Solution or any Third Party Materials or Third Party Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to PlayMetrics or any other Released Party’s records, programs or services.

In no event shall the aggregate liability of PlayMetrics, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the PlayMetrics Solution exceed any compensation paid by you for access to or use of the PlayMetrics Solution during the three months prior to the date of any claim. In no event shall PlayMetrics have or incur any liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use any Third Party Materials or Third Party Services.

You shall defend, indemnify and hold harmless PlayMetrics and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the PlayMetrics Solution or any Third Party Materials or Third Party Services, and from your customers’ use of the Merchant Payment Platform and from the use of the PlayMetrics Solution or any Third Party Materials or Third Party Services by any person to whom you give access to your account (including staff), including any claims made by any person that any of your, or your customers’, User Content infringes the rights, including the intellectual property rights, of any third party (collectively, “ Indemnified Claims ”). PlayMetrics reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Indemnified Claims. You agree to reasonably cooperate as requested by PlayMetrics in the defense of any Indemnified Claims.

19. Confidentiality. These WePay Merchant Payment Platform Terms of Service are PlayMetrics’ confidential information. You will not share its content with any third party without PlayMetrics’ prior written permission.

20. Termination/Modification of License and Merchant Payment Platform Offerings

Notwithstanding any provision of these WePay Merchant Payment Platform Terms of Service, PlayMetrics reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Merchant Payment Platform, or any portion thereof and the rights of any third party to which you have granted access to your User Content; (b) block or prevent your future access to and use of all or any portion of the Merchant Payment Platform; (c) change, suspend or discontinue any aspect of the Merchant Payment Platform; and (d) impose limits on the Merchant Payment Platform.

21. Termination of Merchant Payment Platform Access. Notwithstanding any provision of these WePay Merchant Payment Platform Terms of Service, PlayMetrics reserves the right, without notice and in its sole discretion, without any notice or liability to you, to suspend and/or terminate the Merchant Payment Platform and/or your access to the Merchant Payment Platform if PlayMetrics determines, in its sole discretion, that:

you breach the Merchant Payment Platform Terms of Service, and/or the Agreement;
you fail to pay any amounts you owe in connection with the Merchant Payment Platform, or due under any Order Form to PlayMetrics;
you file for dissolution or bankruptcy;
you used inaccurate or false information in your application;
you pose an unacceptable regulatory, reputational, legal, security, or financial risk to PlayMetrics;
if continued access to or use of all or any part of the Merchant Payment Platform poses a material threat to PlayMetrics’ systems (e.g., DDOS attack);
if WePay suspends the Merchant Payment Platform; or
if WePay directs PlayMetrics to suspend the Merchant Payment Platform.

22. Miscellaneous

If any provision of these WePay Merchant Payment Platform Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these WePay Merchant Payment Platform Terms of Service and shall not affect the validity and enforceability of any remaining provisions. PlayMetrics may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of PlayMetrics, and any such attempted assignment will be void and unenforceable. These Merchant Payment Platform Terms of Merchant Payment Platform constitute the entire agreement between you and PlayMetrics regarding your use of the Merchant Payment Platform, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and PlayMetrics regarding your use of them.

23. Questions and Comments

Notices may be provided to:

PlayMetrics, LLC

PO Box 594

Morrisville, NC 27560

Phone: 919-636-3459 (US)

legal@playmetrics.com

24. Force Majeure

Neither PlayMetrics nor WePay are liable to you for not carrying out, or delaying performance of, any actions caused by an act of God, a government authority, any Card Network, the ACH, a legal requirement, a catastrophe, war or terrorism, civil or labor disturbance, fire, flood, other natural disaster, or any other cause beyond our reasonable control.

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