Stripe Terms of Service

Stripe Merchant Payment Platform Terms of Service

Revised as of June 30, 2026

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

By signing up for a Merchant Payment Platform account, Team Accounts account, or by using the PlayMetrics Merchant Payment Platform and/or Team Accounts, you are agreeing to be bound by the PlayMetrics Master Services Agreement, incorporated herein, and the following PlayMetrics merchant payment platform terms of service (the “Stripe Merchant Payment Platform Terms of Service”). These Stripe Merchant Payment Platform Terms of Service should be read in conjunction with, and incorporate herein, the applicable form of the Stripe Services Agreement, dependent on your geographic location (United States; or Canada), the applicable form of the Stripe Connected Account Agreement, dependent on your geographic location (United States; or Canada), and to the extent you order Team Accounts, additionally, the Stripe Issuing Accountholder Terms, Stripe Treasury Accountholder Terms, (for Card users ) the Stripe Issuing Bank Terms, (for Card users with business addresses in California) the Commercial Financing Disclosure, (for commercial prepaid debit users) the Commercial Prepaid Card Program Terms and Conditions, and (for individual cardholder - authorized users) the Stripe E-Sign Disclosure and the Stripe Issuing: Authorized User Terms – Celtic Bank, including any successor or replacement URLs (collectively, the “Stripe Agreements”), and to the extent the Stripe Merchant Payment Platform Terms of Service conflict with or are inconsistent with the applicable Stripe Agreements in relation to your use of the Merchant Payment Platform and/or Team Accounts, the Stripe Agreements takes precedence over the Stripe Merchant Payment Platform Terms of Services. If these Stripe Merchant Payment Platform Terms of Service conflict with the PlayMetrics Master Services Agreement, these Stripe Merchant Payment Platform Terms of Service will control to the extent of the conflict.

The merchant payment platform services offered to you by PlayMetrics are referred to in these Stripe Merchant Payment Platform Terms of Service as the “Merchant Payment Platform” and permit you to sell your services online and/or receive money online for registration with your club or for certain club services, and enables you to accept credit and debit card payments online, subject to and in accordance with these Merchant Payment Platform Terms of Service and the Stripe Services Agreement, dependent on your geographic location (United States; or Canada), and the applicable form of the Stripe Connected Account Agreement, dependent on your geographic location (United States; or Canada). The PlayMetrics Merchant Payment Platform integrates with Stripe, Inc. (“Stripe”) payment processing services. Stripe is a third-party payment processor. In order for you to use Stripe’s payment processing services, you must register directly with Stripe as a “Merchant” and agree to the applicable form of Stripe’s Connect Platform Agreement and Services Agreement depending on your geographical location. Stripe 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 applicable Stripe Agreements explain that process.

PlayMetrics’ Team Accounts, as defined below, also integrates with Stripe, and to the extent you order the Team Accounts services, it provides you with access to the Team Accounts–Card Services and Team Accounts –Treasury Services.

The “Team Accounts – Card Services” grant you the ability to request and receive business charge cards issued by an issuing bank, allows the use of such business charge cards by authorized users to access credit and initiate card transactions, and repay any amounts due, subject to and in accordance with these Merchant Payment Platform Terms of Service and the applicable Stripe Agreements, incorporated herein by reference. Each business charge card will be issued by an issuing bank to you subject to a license from the applicable payment card network and in accordance with these Merchant Payment Platform Terms of Service, and the applicable Stripe Agreements. Stripe will provide the Stripe Issuing Card Spend Card Program services (directly and/or through PlayMetrics) and will arrange for the opening of a credit account maintained with an issuing bank, the issuance of business charge cards by an issuing bank linked to such credit account, and the provision of such business charge cards to authorized users. As the issuer of business charge cards, the issuing bank must enter into an accountholder agreement with you, and the Stripe Agreements constitute your accountholder agreement with the issuing bank.

The “Team Accounts – Treasury Services” grant you the ability to create and maintain a prepaid financial account(s) represented by a virtual bank account number(s) that enables you to store, spend, and manage money and make electronic payments and funds transfers to and from such financial account, subject to and in accordance with these Merchant Payment Platform Terms of Service and the applicable Stripe Agreements.

Any such Team Accounts –Card Services and Team Accounts – Treasury Services products offered by PlayMetrics are referred to in these Stripe Merchant Payment Platform Terms of Service as “Team Accounts”.

The Stripe Privacy Policy is available also here: https://stripe.com/privacy. By accepting these Stripe Merchant Payment Platform Terms of Service with PlayMetrics, you expressly agree that you have reviewed the applicable Stripe Agreements dependent on your order and the Stripe Privacy Policy for the country in which you are located and agree to them. If you have questions regarding the Stripe Agreements or Stripe Privacy Policy, please refer to the Stripe website www.stripe.com or contact Stripe directly.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Stripe Merchant Payment Platform Terms of Service, including PlayMetrics Master Services Agreement and PlayMetrics Privacy Notice, before you may sign up for a Merchant account, Team Accounts account, or use the Merchant Payment Platform, or Team Accounts.

Any new features or tools which are added to the Merchant Payment Platform or Team Accounts shall be also subject to these Stripe Merchant Payment Platform Terms of Service. You can review the current version of the Stripe Merchant Payment Platform Terms of Service at any time at www.playmetrics.com/MPPToSStripe. PlayMetrics reserves the right to update and change the Stripe Merchant Payment Platform Terms of Service, which will be identified by the last updated date, by posting updates and changes to the PlayMetrics website. Your continued access to and use of the Merchant Payment Platform and/or Team Accounts constitutes your acceptance of the then-current terms of the Stripe Merchant Payment Platform Terms of Service. You are advised to check the Stripe 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.

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1. Merchant Payment Platform.

A. Eligibility. To be eligible to use the Merchant Payment Platform, you must have entered into a direct written agreement with PlayMetrics granting you a license to utilize the Club Operating System Platform, and separately ordered a Merchant Payment Platform license. Further, you must have an active PlayMetrics Club Operating System Platform account with the Merchant Payment Platform enabled for your club. To the extent you order Team Accounts with an existing Merchant Payment Platform order already in effect, PlayMetrics will establish a second Merchant Payment Platform Account(s) (in addition to any pre-existing Merchant Payment Platform Account) for you to enable your use of Team Accounts.

Additionally, to utilize the Merchant Payment Platform your club’s designated “Financial Administrator” is required to establish an active Merchant account with Stripe, a Stripe profile, and must have agreed to the applicable Stripe Agreements and the Stripe Privacy Policy. All payments made through the Merchant Payment Platform are processed through Stripe. The applicable Stripe Agreements 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 Stripe Merchant Payment Platform Terms of Service. Please review the applicable Stripe Agreements 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, or the minimum age of majority in their state of residence. Such “Financial Administrator” may open a Merchant account for a business or nonprofit organization only if it is legitimate and the user has the full authority to enter into these Stripe Merchant Payment Platform Terms of Service on its behalf, and is an authorized representative of that organization. The name listed on your Merchant account(s) must exactly match the legal entity name as set forth on the applicable order form with PlayMetrics. Your acceptance of these Stripe Merchant Payment Platform Terms of Service constitutes acceptance by the business or nonprofit organization.

B. 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 any other required information including the Validation and Underwriting information referenced below (collectively, the “Registration Data”); and (B) promptly update the Registration Data and any other information you provide to PlayMetrics or Stripe, 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, etc.).

C. Validation and Underwriting. At any time during your use of the Merchant Payment Platform, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your representative’s identity, and assess your financial condition and the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. We may also request that you provide copies of financial statements, reporting and validating documentation that allows us to calculate outstanding credit exposure/risk of loss (for example, your refund policies, data on captured but unfulfilled charges, the time between charge capture and fulfillment of your customer orders), or other records pertaining to your compliance with these Stripe Merchant Terms of Service. We may also require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of your access to the Merchant Payment Platform and/or Stripe account, and/or suspension of access to certain portions of the Merchant Payment Platform.

You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your access to the Merchant Payment Platform and/or Stripe Account. We may periodically update this information as part of our underwriting criteria and risk analysis procedures.

You agree that the Registration Data provided is complete and accurate to the best of your knowledge and authorize the Merchant Payment Platform and Stripe, 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 Stripe 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 Stripe 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 Stripe Agreements. Please contact us if you have questions about whether these categories apply to you.

D. 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 Stripe Merchant Payment Platform Terms of Service), if they are compromised, if you violate these Stripe 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.

E. 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 Stripe Merchant Payment Platform Terms of Service herein and the Stripe Agreements 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, Stripe, 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 Stripe Merchant Payment Platform Terms of Service and our Privacy Notice, 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 Stripe 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 Stripe 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 Stripe 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.

F. 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 Stripe 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.

G. Merchant Payment Platform Fees. You agree to pay the applicable processing fee, payment transaction processing, exceptions processing, chargeback, ACH return, research, or other fee for Transactions (as defined in the applicable Stripe Agreements) processed through the Merchant Payment Platform, or for cash, check, or other payment method transactions where payment is made to the Customer outside the Platform or Services (e.g. offline), but related to or in association with a program registration or Player which has otherwise been entered into and/or processed via the Services, you agree to pay the applicable processing fee to PlayMetrics, which may be charged to you by invoice in arrears or via deduction or recoupment from your Merchant Payment Platform account. It is the intent of both PlayMetrics and Customer that a material element of this Agreement is to include/use the credit, debit card, and ACH processing services included in the Merchant Payment Platform as part of, or in combination with, the Services, including, but not limited to, when the Customer has agreed to a “Customer Exclusivity Obligation” in the applicable Order Form. Therefore, PlayMetrics and Customer specifically agree that all credit, debit, and ACH payment processing services associated with Customer, including but not limited to, all related processing from websites, mobile apps, related club, league, team payments (even if white labeled sites or apps offered through the Customer) and any P2P payments, will be processed solely by PlayMetrics. During the Merchant Payment Platform onboarding workflow for Merchants (and/or in your Merchant Payment Platform Addendum), certain applicable processing fees will be displayed so that the Financial Administrator can take them into account. Furthermore, the processing fees will be accessible for review after the Financial Administrator’s initiation of the Merchant Payment Platform and agreement to the Stripe 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 Stripe Merchant Payment Platform Terms of Service, PlayMetrics and Stripe reserve the right to change our fees. PlayMetrics or Stripe will try, but are not required, to give you 30 days’ notice before the effective date of any change in a fee, or additional notice as may be required by law. 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.

PLAYMETRICS MAY DEDUCT, RECOUP OR SETOFF ALL FEES YOU OWE PLAYMETRICS, INCLUDING BUT NOT LIMITED TO SERVICES FEES, ADMINISTRATIVE FEES, CHARGEBACK FEES, ATTORNEY FEES (IF ANY) FROM FUNDS IN YOUR MERCHANT PAYMENT PLATFORM ACCOUNT, EVEN IF THIS WOULD CAUSE AN OVERDRAFT. ALTERNATIVELY, PLAYMETRICS MAY SUSPEND PAYOUTS ON YOUR MERCHANT PAYMENT PLATFORM ACCOUNT UNTIL ANY FEES DUE PLAYMETRICS, INCLUDING LATE PENALTIES, HAVE BEEN PAID TO PLAYMETRICS.

H. 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 Stripe Merchant Payment Platform Terms of Service, the Card Network Rules, the Stripe Agreements, 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.

I. Disputed Charges, Reversals, Chargebacks. 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 Stripe, or a buyer, or (c) was unauthorized, fraudulent, unlawful, or violated any of Stripe 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.

J. 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 Stripe 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.

K. 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 Stripe 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 Stripe may have tax reporting responsibilities in connection with the Merchant Payment Platform. For example, PlayMetrics or Stripe 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.

L. Termination of Merchant Payment Platform Access. Notwithstanding any provision of these Stripe 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 Stripe suspends the Merchant Payment Platform; or
if Stripe directs PlayMetrics to suspend the Merchant Payment Platform.

M. Right of Set-Off – Merchant Payment Platform Account(s). Customer hereby grants to PlayMetrics, a lien, security interest and right of set off as security for all amounts payable by Customer to PlayMetrics against any amounts contained in Customer’s Merchant Payment Platform Account, whether now existing or hereafter arising and against all deposits to Customer’s Merchant Payment Platform Account, now or hereafter in the possession, custody, safekeeping or control of PlayMetrics or in transit to PlayMetrics. At any time after the occurrence and during the continuance of default in payment due to PlayMetrics, without demand, PlayMetrics may set off the same or any part thereof and apply the same to any liability or obligation of Customer to PlayMetrics. PlayMetrics agrees to report any amounts set off against amounts owed to PlayMetrics in a written report furnished to Customer within fifteen (15) business days after the end of the month in which any set-off is taken.

N. PlayMetrics shall be entitled to hold reserves from any amounts contained in Customer’s Merchant Payment Platform Account, as it may determine in its sole and absolute discretion, in order to protect against financial risk presented by the operation of the Customer’s business, including, but not limited to, Customer’s failure to deliver future contracted service and/or payment obligations to third parties. Such reserve amounts may be released by PlayMetrics upon analysis and review by PlayMetrics of requested evidence of delivery of such service obligations and/or payments by Customer to third parties, in order to ensure that all such obligations are fulfilled by Customer. The schedule of payouts of any amounts held in the Customer’s Merchant Payment Platform Account shall be at the sole and absolute discretion of PlayMetrics, following receipt of all documentary evidence requested by PlayMetrics of Customer.

O. Compliance with Law, Obligations. For the purposes of this section N with regard to your use of the Merchant Payment Platform, the following definitions shall apply:

“Applicable Law” means any laws, rules, regulations, opinions, judgments, decisions or other similar guidance from U.S. territory, state or local judicial or governmental authorities applicable to a party in connection with the subject matter of this Agreement.

“Card Network” means American Express, Discover, Mastercard, Visa and any other payment card network used by the parties.

“Card Network Rules” means the operating rules, regulations, guidelines, and other requirements of any Card Network.

“Payment Method Assessment” shall mean an additional fee charged by you to customers who wish to make payment with a credit card or other payment method as permitted by the Card Network Rules and subject to Applicable Law. Payment Method Assessments shall include any surcharges, convenience fees, service fees or other similar charges.

In addition to and without limiting any of your obligations under the Master Services Agreement, these Stripe Merchant Payment Platform Terms of Service, and the Stripe Agreements you agree to the following:

You are solely responsible for your compliance with Applicable Law and Card Network Rules. You must remain apprised of changes to Applicable Laws and Card Network Rules and review your practices with your legal counsel to ensure you are compliant with Applicable Laws and Card Network Rules.
You agree that you will not impose a Payment Method Assessment in violation of Applicable Law or the Card Network Rules.
You acknowledge that certain states and local jurisdictions have statutes that apply to Payment Method Assessments, including, but not limited to: Colorado, Connecticut, Kansas, New York, Maine, Massachusetts, New Jersey, Oklahoma and Puerto Rico. You must only implement a Payment Method Assessment in states where permitted, at the permitted rate and to permitted payment products.
You will clearly and conspicuously disclose the existence and amount of any Payment Method Assessment in accordance with Applicable Laws and Card Network Rules.
You will ensure any Payment Method Assessment amounts added to a transaction do not exceed the limit provided by Applicable Laws or the Card Network Rules.
You will always clearly and conspicuously permit your customer to cancel the transaction prior to levying a Payment Method Assessment.
You will notify us if you decide to levy a Payment Method Assessment or make changes to your Payment Method Assessment or practices related thereto.
You will notify us promptly upon becoming aware of any violation of Applicable Law or Card Network rules related to Payment Method Assessments, including, but not limited to, violations related to receipts and disclosures.
We may from time to time restrict the levying of Payment Method Assessments in various jurisdictions. We shall have no responsibility or liability for our decision to restrict or enable any Payment Method Assessments.

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2. Team Accounts – Card Services. To the extent you execute an order with PlayMetrics for the Team Accounts – Card Services, the applicable Stripe Agreements, as well as the following terms shall apply. Capitalized Terms used in this Team Accounts – Card Services section and not defined herein shall have the respective meaning provided in the applicable Stripe Agreements. To be eligible to use Team Accounts – Card Services, you must have entered into a direct written agreement with PlayMetrics granting you a license to utilize the Club Operating System Platform, and an order form granting you a license to utilize Team Accounts and the Merchant Payment Platform, as linked to your new Team Accounts account.

A. Application and Card Account Opening:

To establish a Card Account, you must (a) submit a complete application through PlayMetrics (including any information needed to verify your identity or the identity of your Principal Owners); (b) agree to the applicable Stripe Agreements; and (c) designate, via the Team Accounts Dashboard, an Administrator to act on your behalf in connection with the Stripe Agreements.
Asset Account. You must open an Asset Account for purposes of securing the credit extended to you through your Card Account. The Asset Account will be maintained at a financial institution designated by Stripe. Issuing Bank, Stripe and (if applicable) PlayMetrics may view and verify the balance of the Asset Account at any time
Identity Verification. You must provide information identifying you and your Principal Owners, Administrators, Authorized Users, and representatives and other information requested by Issuing Bank, Stripe, and/or PlayMetrics from time to time in connection with the Team Accounts and Stripe Issuing Spend Card Program. Your failure to promptly provide requested information may result in the immediate suspension or termination of your participation in the Team Accounts and Stripe Issuing Spend Card Program. Each time you provide such information, you represent and warrant that such information is true, accurate, complete, and current. You agree to keep all such information current and to notify Stripe and PlayMetrics of any change affecting you, the nature of your business activities, or your Principal Owners, Administrators, Authorized Users, or representatives. You acknowledge that Issuing Bank, Stripe and/or PlayMetrics may use any information provided by you to screen and monitor you and your Principal Owners from time to time in connection with the Team Accounts and Stripe Issuing Spend Card Program. You represent, warrant, and agree that neither you nor your Principal Owners or representatives are or will be subject to any Law or list of any governmental authority that prohibits or limits their participation in the Team Accounts and Stripe Issuing Spend Card Program.
Card Account Use. The Team Accounts and Stripe Issuing Spend Card Program is exclusively available for business purposes. Any use of the Team Accounts and Stripe Issuing Spend Card Program for personal, family or household purposes may result in immediate termination of the Stripe Agreements and your ability to participate in the Team Accounts and Stripe Issuing Spend Card Program. You represent and warrant that you are a commercial enterprise, and you agree that all Cards issued to you will be used for business purposes only.
Information from Third Parties. You authorize Issuing Bank, Stripe, and PlayMetrics to retrieve information about you from third parties, including credit reporting agencies and information bureaus, and you authorize and direct such third parties to compile and provide such information to Issuing Bank, Stripe, and PlayMetrics. Issuing Bank, Stripe, and PlayMetrics may periodically update any information about you as part of their underwriting criteria and risk analysis procedures.
Approval. Following submission of your application, the Issuing Bank will determine your eligibility to participate in the Team Accounts and Stripe Issuing Spend Card Program. This determination may be an approval, denial, or request for additional information. Stripe and/or PlayMetrics will communicate Issuing Bank’s determination on your application through the PlayMetrics Dashboard or by email. Issuing Bank, Stripe and/or PlayMetrics reserves the right to decline to provide you a Card Account in its sole discretion, for any reason permitted by applicable Law.

B. Using Your Account.

Cards and Card Account. All Cards issued to you are linked to your Issuing Account. Subject to the Stripe Agreements and the applicable Card Program Terms, Authorized Users may use Cards to initiate Card Transactions on your behalf. When Authorized Users make a Card Transaction, and Issuing Bank (or Stripe on Issuing Bank’s behalf) approves it, Issuing Bank will extend credit to you to fund the Card Transaction, and you agree to repay Issuing Bank for the Card Transaction in accordance with the Stripe Agreements. All Cards remain the property of Issuing Bank and must be returned upon request. Issuing Bank may cancel, revoke, repossess, or restrict the use of Cards at any time. All Cards are subject to the Physical Card Cap as set forth in your order form for Team Accounts – Card Services, and any Cards you request in excess of such cap is subject to fees as set forth in the applicable order form.
Authorized Users. You are responsible for providing the Authorized User Terms and/or applicable Stripe Agreements to your Authorized Users, and you must maintain records of your Authorized User’s acceptance of the Authorized User Terms and/or user terms set forth in the Stripe Agreements for five years. In addition, you are responsible for ensuring your Authorized Users comply with the terms of the Merchant Payment Platform Terms of Service, and the Stripe Agreements. You are responsible for all use of Cards by Authorized Users. If an Authorized User permits another person to have access to your Card Account or Card, Issuing Bank will treat this as if you authorized that person to use the Card Account or Card, and you will be liable for all Card Transactions and fees incurred by that person.
Administrators. You may appoint an Authorized User as an Administrator, as described in the Card Program Terms.
Restricted Businesses and Activities. You will not permit the Card Account or Cards to be used for any unlawful purpose, or for any personal, family, or household purpose. You will not permit the Card Account or Cards to be used in connection with any activities identified by Issuing Bank, Stripe or PlayMetrics as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Program and Cards in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government. Issuing Bank, Stripe and PlayMetrics may periodically add to, or revise businesses designated as Restricted Businesses.
International Use. Issuing Bank reserves the right to prevent Cards from functioning outside of the United States and its territories. If Cards are used to make international Card Transactions, Issuing Bank will convert any charges made in a currency other than U.S. dollars into U.S. dollars. Issuing Bank or the applicable Card Network will select exchange rates from a range of exchange rates available on the date the Card Transactions are cleared over the applicable Card Network; thus, the exchange rate on the clearing date may vary from the exchange rate at the time of the Card Transaction.
Fees and Penalties. You will be responsible for any fees, penalties, or other amounts imposed in relation to your Issuing Account or Cards as may be disclosed by Stripe or PlayMetrics. PlayMetrics will disclose to you applicable fees that apply to your use of the Team Accounts – Card Services in the applicable Team Accounts – Card Services order form. PlayMetrics may deduct fees from amounts that it processes, from the relevant Stripe Account balance, or as the Stripe Agreements otherwise allow. PlayMetrics may invoice you for certain fees set forth in the applicable Team Accounts – Card Services order form in advance, at the time of your order for Team Accounts – Card Services. Alternatively, PlayMetrics may invoice you for certain fees payable by you in arrears, and those fees are due upon transmission of the applicable invoice. As referenced in the PlayMetrics Master Services Agreement, you understand and agree that some Team Accounts – Card Services provided to you may be designated as “Beta Services” (as designated by PlayMetrics). PlayMetrics may learn new information during the period of any Beta Services which results in implementation of a different fee structure during the Beta period and/or in connection with PlayMetrics removing the Beta classification as it moves to general availability of the applicable Beta Services. In such event, PlayMetrics reserves the right to change the fee structure (i.e., how fees are calculated), and provide you notice of the revised fee structure. In the event of any such change, if you elect to reject the revised fee structure, then you must provide written notice within thirty (30) calendar days of the date of PlayMetrics’ written notice of the revised fee structure, requesting to terminate the applicable Merchant Payment Platform & Team Accounts Order Form. In the event you fail to provide such written notice with the established time period, the revised fees shall be effective as of the date provided for in PlayMetrics’ original notice of the change in fee structure.
Disputing Charges; Reporting Errors. Procedures for reporting errors or disputing card transactions are governed by the Card Program Terms.
Lost or Stolen Cards. Subject to Applicable Law, the Card Account is a commercial account and does not provide all consumer protections for lost or stolen Cards or unauthorized Card Transactions. Contact Stripe or PlayMetrics IMMEDIATELY if you believe: (a) a Card has been lost or stolen, (b) someone has gained unauthorized access to any account credentials, or (c) someone has transferred or may transfer funds from the Issuing Account without your permission.
Complaint Handling. Procedures for handling complaints are governed by the Card Account Terms.

C. Card Transactions.

General. You may not make any Card Transactions that would cause you to exceed or violate any of the limits set forth in the Stripe Agreements. Initial or additional limits established by the Issuing Bank are disclosed when you are approved for a Card Account and are available on your Dashboard. You are responsible for communicating any applicable limits or restrictions to your Authorized Users.
Repayment Period. All Amounts Due must be paid each business day.
Credit Limit. Issuing Bank will establish your Credit Limit as the amount equal to the dollar amount of assets in your Asset Account. The assets within your Asset Account function as security for your Amounts Due.
Asset Account and Available Spend. If payments on your Card Account are made from your Asset Account, your Available Spend will be decreased each business day by the amount Amounts Due until you load additional funds to your Asset Account. If your Asset Account is terminated for any reason or if the balance of your Asset Account falls to zero, or if Issuing Bank (or Stripe on Issuing Bank’s behalf) does not receive payment from an external Payment Source, your Available Spend will be zero and you will not be able to initiate Card Transactions through your Cards.
Other Limits.
Limits Established by You. You may establish limits on the dollar amount of individual Card Transactions, the maximum number and aggregate dollar amount of Card Transactions in a given period, the number of Cards associated with your Card Account, the types of merchants with which your Cards may be used to initiate Card Transactions, and other limits through the Dashboard.
Limits Established by Issuing Bank. Initial or additional limits established by Issuing Bank are disclosed when you are approved for a Card Account and are available in your Dashboard. You are responsible for communicating any applicable limits or restrictions to your Authorized Users.
Additional Limits on Transactions. Issuing Bank (or Stripe on Issuing Bank’s behalf) and/or PlayMetrics reserve the right to (a) decline to authorize any Card Transaction that would cause you to exceed any applicable limit; (b) decline to authorize Card Transactions at merchants characterized by a Card Network, the Issuing Bank, or Stripe as prohibited or restricted merchants or Restricted Businesses; and (c) decline to authorize Card Transactions, reverse Card Transactions, and suspend Cards, if: (i) you breach these Merchant Payment Platform Terms of Service, or any agreement with PlayMetrics; (ii) you breach the Stripe Agreements, applicable Law, or the Card Network Rules; (iii) Issuing Bank (or Stripe on Issuing Bank’s behalf) or PlayMetrics reasonably suspects fraud; (iv) you file for dissolution or bankruptcy; (v) you misrepresent a fact in your application, or use or maintain an Card Account using inaccurate or false information; (vi) you or your Authorized Users pose an unacceptable regulatory, reputational, or financial risk to Issuing Bank or PlayMetrics; (vii) or your failure to promptly provide requested information.
Holds. Issuing Bank (or Stripe on Issuing Bank’s behalf) and/or PlayMetrics reserves the right to place a hold on a Card and/or the associated Card Account for any Card Transaction. When you use a Card to initiate a Card Transaction at a hotel, restaurant, gas station, rental car company, and certain other merchants where the amount of the final Card Transaction is unknown at the time of authorization, a hold will be placed on your Card Account for an amount equal to or in excess of the final Card Transaction amount. When a hold is placed on your Card Account, the amount of the hold will reduce the Available Spend until the hold is released.
Repayment. You authorize Issuing Bank (or Stripe on Issuing Bank’s Behalf) and/or PlayMetrics to automatically debit or offset Amounts Due for Card Transactions and any other Amounts Due to Program Manager or the Issuing Bank from Your Payment Source(s) each Business Day. If You select a default Payment Source within Your Dashboard, Issuing Bank will initially seek repayment from Your default Payment Source. If the necessary funds are not available, Issuing Bank may collect payment from any other Payment Source. If You do not designate another Payment Source as the default, Issuing Bank will treat Your Asset Account as the default Payment Source.

D. Termination.

Termination. Issuing Bank (or Stripe on Issuing Bank’s behalf), and/or PlayMetrics may suspend or close your Card Account or any Card, or terminate the Stripe Agreements, at any time if Issuing Bank, Stripe or PlayMetrics determine, in their sole discretion, that:
you breach the Merchant Payment Platform Terms of Service, the Stripe Agreements, Law, or the Card Network Rules;
you fail to pay any amounts you owe in connection with the Stripe Issuing Spend Card Program;
you initiate a Card Transaction that would exceed or violate any limits established for your use of the Program;
you file for dissolution or bankruptcy;
you used inaccurate or false information in your application; or
you pose an unacceptable regulatory, reputational, or financial risk to Issuing Bank and/or PlayMetrics.
Closing your Card Account. Procedures for closing your Program Account are governed by the Card Account Terms. You must pay all Amounts Due prior to closure.

E. Data Privacy and Use. Issuing Bank’s Privacy Policy (located at https://www.celticbank.com/privacy-policy) explains how and for what purposes Issuing Bank collects, uses, retains, discloses, and safeguards Personal Data provided to Issuing Bank in connection with the Team Accounts and Stripe Issuing Spend Card Program. You agree to review and accept the terms of this policy (which may be updated from time to time and which form part of these Issuing Bank Terms) and to cause Authorized Users to accept the terms of this policy. You must obtain all necessary rights and consents to provide to Issuing Bank, and to allow Issuing Bank to collect, use, retain, and disclose any data, including any Personal Data, in connection with the Team Accounts and Stripe Issuing Spend Card Program.

F. Use of Trademarks. If you choose to place a design, name, logo, and other trademark or service mark (the “User Marks”) on any materials related to the Team Accounts or Stripe Issuing Spend Card Program, you represent and warrant that you have, and during the term of the Merchant Payment Platform Terms of Service and Stripe Agreements will retain, all right, title, and interest in and to the User Marks necessary for your proposed use of the User Marks. You grant to Issuing Bank, Stripe and PlayMetrics (and their respective Affiliates), and any third party engaged by Issuing Bank, Stripe or PlayMetrics, a fully paid-up, worldwide, non-exclusive license to use the User Marks on any Team Accounts or Stripe Issuing Spend Card Program materials during the term of the Merchant Payment Platform Terms of Service and Stripe Agreements. You may not use any design, name, logo, or other trademark or service mark of Issuing Bank, Stripe or PlayMetrics. You will promptly provide further evidence of all right, title, and interest contemplated by this Section if requested by Issuing Bank, Stripe, or PlayMetrics.

G. Unauthorized Use. You and your Authorized Users are responsible for securing Cards, Account Data, and Card security features (including the CVV and PIN). You understand that it is your responsibility to monitor any suspicious or unauthorized activities on your Card Account and each Card. If you or an Authorized User uses or allows someone else to use a Card or Account Data for any other purpose, you may be responsible for, and required to incur expenses for, such use. Further details on your responsibility for unauthorized Card Transactions and fees incurred from such unauthorized use are described in the Card Account Terms.

H. Suspension of Team Accounts – Card Services. PlayMetrics may immediately suspend the provision of all or any part of the Team Accounts – Card Services (a) if PlayMetrics reasonably believes that User, its Platform Merchants, Financial Accounts, Card Accounts, or Cards present an unacceptable level of financial, reputational, legal, regulatory or security risk to PlayMetrics, Stripe, any Stripe Affiliate or any applicable Bank; (b) if continued access to or use of all or any part of the Team Accounts – Card Services poses a material threat to PlayMetrics’ systems (e.g., DDOS attack); (c) if Stripe suspends the Card Services in accordance with the Spend Card Program Agreement; or (d) if a Bank or Network, or Stripe directs PlayMetrics to do so.

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3. Team Accounts – Treasury Services. To the extent you execute an order with PlayMetrics for the Team Accounts – Treasury Services, the Stripe Agreements, as well as the following terms shall apply. Capitalized Terms used in this Team Accounts section and not defined herein shall have the respective meaning provided in the Stripe Agreements. To be eligible to use Team Accounts – Treasury Services, you must have entered into a direct written agreement with PlayMetrics granting you a license to utilize the Club Operating System Platform, and an order form granting you a license to utilize Team Accounts and the Merchant Payment Platform, as linked to your new Team Accounts account.

A. Acknowledgements. You acknowledge that:

i. PlayMetrics and its Affiliates are not banks;

ii. the Financial Account is a virtual prepaid account and is not a demand deposit (checking) account, savings account, or other asset or bank account with SPC, an Affiliate of SPC, a Treasury Bank, an Affiliate of a Treasury Bank, or PlayMetrics;

iii. SPC will act as your agent with respect to the Financial Account;

iv. SPC will select the Treasury Bank through which your Financial Account is created;

v. PlayMetrics makes no representation about the sufficiency of the capitalization of the Treasury Bank where your funds are held;

vi. PlayMetrics may appoint Stripe and/or SPC as its agent or service provider to exercise its rights and perform its obligations hereunder; and

vii. your use of the Stripe Treasury Services may be subject to additional terms, which we, Stripe, or SPC will provide at the time you request access to the Stripe Treasury Services.

B. Set Up and Operation of the Financial Account.

i. Identity Verification. You must provide all information that PlayMetrics, SPC, and the Treasury Bank require to open a Financial Account or add an Authorized User to a Financial Account, including: (a) your full name and address; (b) a government-issued identification number, such as a social security number (SSN) or taxpayer identification number (TIN); and (c) if you are an individual, your date of birth.

ii. Representation and Warranty. You represent as of the date you provide the information, and warrant at all times during the applicable term, that all information that you provide or make available to SPC and PlayMetrics in connection with your Financial Account (including all information pertaining to your country of citizenship, residence, principal place of business, and legal and tax status) is accurate and complete. You must promptly notify PlayMetrics of each change to that information. You represent as of the date you request to open a Financial Account, and warrant at all times during the term, that, if you are an individual opening the Financial Account for a business that is a sole proprietorship, you are the sole owner of that business.

iii. Authority to Conduct Checks. You authorize SPC, PlayMetrics and the Treasury Bank to obtain information about you from their service providers and other third parties, including credit reporting agencies and information bureaus. If required, you must authorize and direct these third parties to compile and provide this information to SPC or the Treasury Bank, or PlayMetrics, as applicable. You agree that this information may include your name, addresses, credit history and other data (including Personal Data) about you, your representatives and your owners.

iv. Remedies. PlayMetrics or SPC may restrict or close your Financial Account if SPC or PlayMetrics is unable to obtain information about or related to you to satisfy Know Your Customer (KYC) and customer identification requirements.

v. Not Subject to Sanctions. By opening a Financial Account, you represent as of the date you request the Team Accounts - Treasury Services, and warrant at all times during the term, that neither you nor any beneficial owner of your Financial Account is designated under or covered by any sanctions program administered or enforced by the United States Department of the Treasury’s Office of Foreign Assets Control.

C. Tax Reporting.

i. Responsibility for Tax Reporting. You are responsible for (a) determining your tax liability related to your Financial Account; and (b) reporting and remitting in a timely manner all taxes due to the appropriate tax authority. SPC or the Treasury Bank will disclose to the relevant tax authorities all income derived from the funds held on your behalf in the Custodial Account (if any) if the Treasury Regulatory Requirements require.

ii. Obligation to Inform. You must promptly notify PlayMetrics of all changes related to your tax affairs, and provide all information that it or SPC requests to comply with the Treasury Regulatory Requirements.

iii. Obligation to Provide Information. You must assist SPC and PlayMetrics by providing records and other information as the Treasury Bank, SPC or PlayMetrics may request.

D. Authorized Users.

i. Instructions from PlayMetrics. You authorize SPC to accept instructions from PlayMetrics with respect to Financial Account Transactions, manage your Financial Account and take other action on your Financial Account. You must provide PlayMetrics with all information regarding your Authorized Users, any agent appointed under an applicable power of attorney, and the electronic credentials (such as logins) for your Financial Account, and you must immediately provide PlayMetrics with updated information if that information changes. You must notify PlayMetrics at least 5 business days before making any change to (a) your form of ownership (such as changing from a sole proprietor to a limited liability company or corporation); or (b) your Authorized Users.

ii. Agents. If you choose to appoint an agent under a power of attorney to manage the Financial Account, the power of attorney must be in a form acceptable to PlayMetrics and SPC. SPC and PlayMetrics may rely on a copy of the power of attorney and are not required to confirm its validity.

E. Operating Your Financial Account. Your Financial Account is denominated in U.S. Dollars only. Financial Account Transactions in other currencies are not permitted.

i. Accessing Your Financial Account. You may access your Financial Account and the Stripe Treasury Services through the Stripe Treasury Dashboard, and by any other means PlayMetrics makes available to you. You may use the Stripe Treasury Dashboard to view your Stripe Treasury Account Information and conduct Financial Account Transactions, including adding funds to your Financial Account, transferring funds, and making payments from your Financial Account to third parties. If you use other Services made available to you in connection with your Financial Account or the Stripe Treasury Dashboard, as applicable, additional terms may apply to those Services. You must use the Stripe Treasury Dashboard only in compliance with the documentation PlayMetrics makes available to you, including the Stripe Merchant Payment Platform Terms of Service.

ii. Account Security. You must keep your account credentials and the devices on which you access your Financial Account secure and confidential at all times. You must notify SPC immediately at treasury-support@stripe.com, and PlayMetrics customer support if there has been any actual or suspected unauthorized access to your credentials. In addition to being responsible for Financial Account Transactions conducted on your Financial Account, you are responsible for all losses, damages and costs that SPC and its Affiliates, and PlayMetrics suffer as a result of your delay in notifying SPC and PlayMetrics of the unauthorized access.

iii. Representations and Warranties. You represent on the date you first use the Stripe Treasury Services, and warrant at all times during the term, that: (a) you are engaged in a commercial business enterprise organized and operating in the Stripe Treasury Territory; (b) you reside in the Stripe Treasury Territory; (c) you do not use the Financial Account to send or receive a payment to or from any bank account or any wire transfer provider located outside the Stripe Treasury Territory; (d) you comply with all Treasury Regulatory Requirements in connection with your use of the Stripe Treasury Services; (e) no funds transferred into your Financial Account are proceeds from any criminal activity; and (f) you do not use the Stripe Treasury Services to enable any individual or entity (including you) to benefit from any Restricted Business.

iv. Authority to Share Information. You authorize PlayMetrics to share information with SPC and its Affiliates, Treasury Bank, and other third parties, about you, your Financial Account, and Financial Account Transactions: (a) to open the Financial Account and complete Financial Account Transactions; (b) in connection with investigating any claim you initiate; (c) to comply with Law applicable to Stripe, the Treasury Bank or PlayMetrics; and (d) to comply with an arbitration order.

v. No Interest Unless Advised. Unless PlayMetrics advises you otherwise, you will not earn interest on funds in your Financial Account.

F. Legal Process. You authorize SPC and/or PlayMetrics to comply with each Legal Process relating to you or your Financial Account that SPC or PlayMetrics receives, without needing to determine whether that Legal Process was validly issued or is enforceable. If a Hold is in effect, SPC and/or PlayMetrics will continue to charge all applicable fees, even though your Financial Account cannot be closed. SPC and/or PlayMetrics may charge you a fee for, and recover SPC’s and/or PlayMetrics’ costs incurred in complying with each Legal Process. If the Treasury Regulatory Requirements permit, SPC and/or PlayMetrics will deduct those fees and costs from your Available Treasury Balance.

G. Abandoned Property. If the Treasury Regulatory Requirements presume you have abandoned your Financial Account, then SPC will turn over the Available Treasury Balance (excluding funds subject to pending debit Financial Account Transactions or Holds) to the appropriate Governmental Authority in the Stripe Treasury Territory according to the Treasury Regulatory Requirements. You must follow the procedures that the Governmental Authority specifies to obtain your funds.

H. Transactions on Your Financial Account.

i. Available Treasury Balance. Solely for the purpose of determining whether funds are available to be transferred or paid out of your Financial Account, the Available Treasury Balance is (a) increased by the amount of any pending provisionally credited Financial Account Transactions (excluding pending returns) in your Financial Account; and (b) decreased by the amount of Holds on funds in your Financial Account. You can view your Available Treasury Balance on the Stripe Treasury Dashboard.

ii. Adding Funds to Your Financial Account. You may add funds to your Financial Account by a Financial Account Transaction (such as a direct deposit or an electronic transfer from an external account you own), wire transfer, or from another account at a Treasury Bank. You can confirm via the Stripe Treasury Dashboard whether SPC has received a Financial Account Transaction that adds funds to your Financial Account.

iii. Transfers from Your Financial Account. By initiating a transfer from your Financial Account via the Stripe Treasury Dashboard, you authorize PlayMetrics to instruct SPC to make the Financial Account Transaction you specify. SPC may deduct the amount of each transfer that PlayMetrics initiates or approves from your Available Treasury Balance, even if the transfer has not yet been completed. SPC may refuse any transfer (a) by any method that SPC does not specifically permit for your Financial Account; or (b) that does not include all information SPC or the Treasury Bank requires.

iv. Funds Availability.

(a) Cut-Off Times. SPC establishes Cut-Off Times for various Financial Account Transactions which will be provided to you through the Stripe Treasury Dashboard or otherwise in writing. SPC may change the Cut-Off Time from time to time. Any change to the Cut-Off Time will be effective immediately and without notice to you. You may contact PlayMetrics at any time to verify the Cut-Off Time.

(b) Relevance of Cut-Off Times. Subject to Section 9.4(c) of the Stripe Treasury Accountholder Terms, funds from ACH, wire transfer or a transfer from an account with the Treasury Bank that SPC receives from PlayMetrics before the Cut-Off Time will be available in your Financial Account on that business day. SPC must receive requests that you make via the Stripe Treasury Dashboard to transfer funds from your Financial Account before the Cut-Off Time in order to initiate the transfer on the same business day. If SPC receives a transfer request on or after the Cut-Off Time or on a day that is not a business day, SCP will generally initiate the transfer on the next business day.

v. Account Numbers. SPC, PlayMetrics and any other person involved in the Financial Account Transaction may rely on the routing number and account number that you provide when giving a transfer instruction. If the transfer instruction gives both a routing number or account number and a name, and the name identifies a different person from the account owner identified by the number, SPC, PlayMetrics and any other person that handles the instruction may still rely exclusively on the number.

vi. No Overdrafts. There is no overdraft feature associated with your Financial Account. If your Available Treasury Balance is not sufficient to pay for each Financial Account Transaction in the order in which it is processed, SPC may return or reject the Financial Account Transaction, or SPC may permit the Financial Account Transaction to proceed, in which case your Financial Account may become overdrawn. SPC does not impose a fee when it returns or rejects a Financial Account Transaction for which there are insufficient funds. However, third parties may impose a fee or other charge (such as penalty interest) for dishonored or late payments, and you are solely responsible for those fees and charges.

vii. Your Right to Stop Payment. If you wish to stop any scheduled or preauthorized transfer from your Financial Account, then you must give PlayMetrics instructions to do so in time for PlayMetrics to instruct SPC at least 3 business days before the day on which the Financial Account Transaction is scheduled to be made. If you scheduled or preauthorized the transfer via the Stripe Treasury Dashboard, then you may change or cancel the transfer via the Stripe Treasury Dashboard at least 3 business days before the day on which the Financial Account Transaction is scheduled to be made.

viii. Financial Account Transaction Limitations. There are limits on the number and value of Financial Account Transactions that you may make from your Financial Account, which are described on the Stripe Treasury Dashboard or otherwise disclosed by SPC or PlayMetrics. SPC may allow Financial Account Transactions that exceed applicable limits, or temporarily reduce your limits from time to time without notice (unless the Treasury Regulatory Requirements require otherwise). SPC or PlayMetrics may change the limits at any time.

ix. Reviewing Your Financial Account Transactions.

(a) Obligation to Review. You must review your Financial Account history and each Financial Account Transaction as soon as possible. If you believe that there is an error or discrepancy in a Financial Transaction, you must notify PlayMetrics promptly, and no later than 30 days after PlayMetrics makes the Financial Account history available to you (or, if applicable, a longer period stated in the Treasury Regulatory Requirements). If you believe an unauthorized Financial Account Transaction has been made on your Financial Account, then you must immediately notify PlayMetrics, and in any case within 1 day after you become aware. If SPC or PlayMetrics requests, you must submit a written statement with details about the unauthorized Financial Account Transaction. If you fail to notify PlayMetrics as required under this section, then losses, damages, or costs you suffer as a result of the unauthorized Financial Account Transaction may not be recoverable, or recovery may be more time consuming or difficult.

(b) Assistance in Investigations. You must assist SPC and PlayMetrics in the investigation and related prosecution of claims for unauthorized Financial Account Transactions by completing the appropriate statements and reports that SPC or PlayMetrics reasonably requests.

x. Withholding Financial Account Transactions. If after final settlement of any Financial Account Transaction, you or any third party asserts a claim to your Stripe Connect Platform alleging that the Financial Account Transaction was altered, contained a forged or unauthorized signature or endorsement, or was not properly payable for any reason, then SPC or PlayMetrics may withhold the amount of the Financial Account Transaction from your Financial Account until the claim is finally investigated and resolved.

xi. Liability Related to Financial Account Transactions. You are responsible for all Financial Account Transactions in your Financial Account, whether or not they are authorized. To the maximum extent permitted by Law, PlayMetrics will not be liable to you, your Affiliates or any third party for any losses, damages or costs arising out of or relating to: (a) a failed Financial Account Transaction on your Financial Account, including if PlayMetrics or SPC decides to refuse to pay or decline any Financial Account Transaction or if a Financial Account Transaction fails due to circumstances outside of PlayMetrics or SPC’s control; (b) SPC or PlayMetrics completing a Financial Account Transaction or otherwise acting in reliance upon any incorrect or incomplete information provided or made available to SPC or PlayMetrics; or (c) any correspondent bank’s negligence or failure, or funds lost in transit.

I. Fees.

(i) Fee Disclosure. PlayMetrics will disclose to you all applicable fees (if any) that apply to your use of the Stripe Treasury Services and Team Accounts. PlayMetrics will disclose those fees at the time you request access to the Stripe Treasury Services and will disclose any changes before they take effect. PlayMetrics may deduct fees from amounts that it processes, from the relevant Stripe Account balance, or as the Stripe Agreements otherwise allow. Alternatively, PlayMetrics may invoice you for some or all of the fees payable by you in arrears, and those fees are due upon transmission of the applicable invoice. As referenced in the PlayMetrics Master Services Agreement, you understand and agree that some Team Accounts services provided to you may be designated as “Beta Services” (as designated by PlayMetrics). PlayMetrics may learn new information during the period of any Beta Services which results in implementation of a different fee structure during the Beta period and/or in connection with PlayMetrics removing the Beta classification as it moves to general availability of the applicable Beta Services. In such event, PlayMetrics reserves the right to change the fee structure (i.e., how fees are calculated), and provide you notice of the revised fee structure. In the event of any such change, if you elect to reject the revised fee structure, then you must provide written notice within thirty (30) calendar days of the date of PlayMetrics’ written notice of the revised fee structure, requesting to terminate the applicable Merchant Payment Platform & Team Accounts Order Form. In the event you fail to provide such written notice with the established time period, the revised fees shall be effective as of the date provided for in PlayMetrics’ original notice of the change in fee structure.

(ii) Your Responsibility for Disputes. To the maximum extent permitted by Law, you are liable to PlayMetrics for all losses, damages and costs that PlayMetrics incurs as a result of any dispute involving your Financial Account. You authorize PlayMetrics to (a) deduct these losses, damages and costs from funds in your Financial Account; or (b) set them off in accordance with these Stripe Merchant Payment Platform Terms of Service with or without prior notice to you.

(iii) Right of Set-Off – Financial Account. Customer hereby grants to PlayMetrics, a lien, security interest and right of set off as security for all amounts payable by Customer to PlayMetrics against any amounts contained in your Financial Account, whether now existing or hereafter arising and against all deposits to your Financial Account, now or hereafter in the possession, custody, safekeeping or control of PlayMetrics or in transit to PlayMetrics. At any time after the occurrence and during the continuance of default in payment due to PlayMetrics, without demand, PlayMetrics may set off the same or any part thereof and apply the same to any liability or obligation of Customer to PlayMetrics. PlayMetrics agrees to report any amounts set off against amounts owed to PlayMetrics in a written report furnished to Customer within fifteen (15) business days after the end of the month in which any set-off is taken.

(iv) UCC Lien, Loan, Security Agreement Response Costs. Customer agrees to pay or reimburse PlayMetrics on demand for all reasonable costs, expenses, and fees (including, but not limited to, administrative fees, and reasonable attorney fees) incurred in connection with the preparation, response, and administration of any lien, UCC filing, security agreement, loan, factoring loan, or secured finance agreement claim, dispute, or demand received by PlayMetrics related to an agreement between Customer and a third-party creditor (or agent). If Customer fails to pay these amounts upon request, PlayMetrics may deduct or recoup any such amounts from Customer’s Merchant Payment Platform Account, or at PlayMetrics’ election, such sums will be added to the outstanding balance owed by Customer to PlayMetrics, bearing interest at the highest rate permitted by applicable law.

J. Restricting or Closing Your Financial Account.

(i) Restricting Your Financial Account. PlayMetrics may decline, delay, freeze or reverse a Financial Account Transaction or part of a Financial Account Transaction, restrict access to your Financial Account or information on your Financial Account, or remove funds from your Financial Account to hold them pending investigation to protect you, PlayMetrics, SPC or SPC’s Affiliates, or to comply with the Treasury Regulatory Requirements or other legal obligations. Examples of circumstances where PlayMetrics may exercise these rights include where: (a) you maintain your Financial Account at $0 for at least 90 consecutive days; (b) your Financial Account has been inactive for at least 12 months; (c) you breach these Merchant Payment Platform Terms of Service or the Stripe Treasury Accountholder Terms; (d) your Financial Account is involved in any Legal Process; (e) SPC or PlayMetrics receives conflicting information or instructions regarding ownership, control or activity of your Financial Account; (f) SPC or PlayMetrics suspects that you may be the victim of a fraud, scam or financial exploitation; and (g) SPC or PlayMetrics suspects that a Financial Account Transaction involving you or your Financial Account may involve illegal activity or may be fraudulent.

(ii) Replacement Financial Account. Your Stripe Treasury Account Information and documentation may be transferred to a replacement Financial Account and account number, including if your Financial Account is reported as compromised, or it is necessary to protect your Financial Account’s security.

(iii) Closing Your Financial Account.

(a) By PlayMetrics. PlayMetrics may close your Financial Account at any time for any reason upon notice to you.

(b) By You. You may close your Financial Account at any time by giving 30 days’ notice to PlayMetrics. During this 30-day period, you may transfer funds from your Financial Account in compliance with the Stripe Treasury Accountholder Terms. Notwithstanding the foregoing, any such closure of your Financial Account shall not operate to terminate any currently in force contractual agreement, including any Services Order Form, with PlayMetrics.

(c) Keeping a Financial Account Open. PlayMetrics is not required to close your Financial Account if (i) you have pending Financial Account Transactions; (ii) there is an overdraft on your Financial Account; or (iii) your Financial Account is subject to Legal Process. In those cases, PlayMetrics may restrict your Financial Account against all future withdrawals, other than those made under Legal Process, until pending Financial Account Transactions are paid or returned, the account balance is no longer negative, and any legal restriction has been released. If your account balance is greater than $0, after deduction of fees, expenses, claims and other deductions that PlayMetrics has the right to make, PlayMetrics may require you to withdraw the remaining balance before it closes your Financial Account.

(d) Consequences of Closing Financial Account. After your Financial Account is closed, PlayMetrics has no obligation to accept funds into your Financial Account, process Financial Account Transactions through the Financial Account on your behalf, or satisfy any outstanding demands for payment.

(e) Access to Account History. After your Financial Account is closed, PlayMetrics will provide you access to your Financial Account history for 60 calendar days.

K. Adverse Claims. If there are conflicting instructions with respect to your Financial Account or if there is any dispute regarding your Financial Account, then without limiting PlayMetrics’ rights under these Merchant Payment Platform Terms of Service, PlayMetrics may refer the conflict or dispute to a court for resolution. If any person notifies PlayMetrics of a dispute, PlayMetrics does not need to decide if the dispute has merit before PlayMetrics takes further action. PlayMetrics may exercise any of these rights without notice to you.

L. Limitation of Liability. To the extent that the Treasury Regulatory Requirements invalidate or render unenforceable any limitations or exclusions of liability of the Released Parties, as defined below, with respect to failing to stop payment on a Financial Account Transaction, or paying a Financial Account Transaction bearing an unauthorized or forged signature or endorsement, then the Released Parties’ aggregate liability with respect to those circumstances will be limited to the face value of the Financial Account Transaction.

M. Program Data Use.

User and Platform Merchants’ Use. User is responsible for the security of all Program Data in its possession or control. User will not, and will ensure that Platform Merchants do not, access, use, or disclose Program Data except to the extent necessary for User and Platform Merchants to access and use the Treasury Services in accordance with the terms of Stripe Merchant Payment Platform Terms of Service and the Accountholder Agreement, as applicable.
PlayMetrics. Without limiting its rights elsewhere in the Agreement, PlayMetrics, and its designees will have the right to access, use, and disclose Program Data to (a) provide the Treasury Services to User and Accountholders; (b) mitigate fraud, financial loss, and other harm to User, Platform Merchants, Banks, Networks, Stripe and Stripe Affiliates; (c) fulfill PlayMetrics’ obligations to regulators and other governmental authorities, Banks, and Networks, if any; (d) fulfill PlayMetrics’ obligations under applicable Law, the Network Requirements, and Bank guidelines and requirements; (e) enable Banks to fulfill their obligations under applicable Law and Network Requirements; and (f) analyze, develop, and improve PlayMetrics’ systems, products, services, features, and functionalities. PlayMetrics also will have the right to access, use, and disclose Program Data as permitted by the PlayMetrics Privacy Notice and as permitted by User or Platform Merchants in writing. Where required by applicable Law or the Network Requirements, PlayMetrics may delete or disassociate any Personal Information when requested to do so by a natural person. User must obtain all necessary rights and consents from Platform Merchants and Authorized Users to provide to PlayMetrics and its designees, and to allow PlayMetrics to collect, use, retain, and disclose, those parties’ Personal Information to allow PlayMetrics to exercise its rights hereunder. User must disclose to all Platform Merchants and Authorized Users that User may provide to PlayMetrics and applicable Banks, and that PlayMetrics and applicable Banks may receive or collect, Program Data, including Personal Information. Additionally, each Platform Merchant that wishes to use the Team Accounts – Treasury Services will be required to agree to the privacy policies of the applicable Banks.

N. Suspension of Treasury Services. PlayMetrics may immediately suspend and/or terminate the provision of all or any part of the Team Accounts – Treasury Services (a) if PlayMetrics reasonably believes that User, its Platform Merchants, Financial Accounts, Card Accounts, or Cards present an unacceptable level of financial, reputational, legal, regulatory or security risk to PlayMetrics, Stripe, any Stripe Affiliate or any applicable Bank; (b) if continued access to or use of all or any part of the Team Accounts – Treasury Services poses a material threat to PlayMetrics’ systems (e.g., DDOS attack); (c) if Stripe suspends the Card Services in accordance with the Spend Card Program Agreement; or (d) if a Bank or Network, or Stripe directs PlayMetrics to do so.

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4. GENERAL.

A. Confidentiality. These Stripe 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.

B. Limited License to use Merchant Payment Platform / Team Accounts. If ordered by an executed Order Form with PlayMetrics, PlayMetrics grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to electronically access and use the Merchant Payment Platform and/or Team Accounts (as set forth in the applicable Order Form) strictly and solely in accordance with the applicable Order Form, Master Services Agreement, and these Stripe Merchant Payment Platform Terms of Service. Your use of the Merchant Online Payment Processing Services, and/or Team Accounts is subject to all applicable restrictions contained in these Stripe Merchant Payment Platform Terms of Service and applicable Order Form.

C. Your Representations and Warranties. You represent and warrant to PlayMetrics that: (i) you are eligible to register and use the Merchant Payment Platform and/or Team Accounts (if ordered) and have the right, power, and ability to enter into and perform under these Stripe Merchant Payment Platform Terms of Service and to execute the Stripe Agreements; (ii) the name identified by you when you registered is your name or business name under which you sell goods and services; (ii) any sales transaction submitted by you will represent a bona fide sale by you; (iv) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a Purchaser; (v) 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; (vi) you and all transactions initiated by you will comply with all Applicable Law, and federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (vii) 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; (viii) you will not use the Merchant Payment Platform and/or Team Accounts, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Merchant Payment Platform and/or Team Accounts; and (ix) your use of the Merchant Payment Platform and/or Team Accounts will be in compliance with Master Services Agreement, these Stripe Merchant Payment Platform Terms of Service, and the Stripe Agreements.

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

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5. Miscellaneous

If any provision of these Stripe 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 Stripe Merchant Payment Platform Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

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