Effective Date: March 25, 2025

Last Updated: March 25, 2025

In connection with the Subscription Agreement, the terms and conditions below, together with the Team Scout Payments online acceptance form (collectively, the “Payment Processing Agreement” or “PP Agreement”) shall govern the Organization’s use and access to the payment processing services (“Team Scout Payments”). Unless the contrary intention appears, defined terms in the Subscription Agreement are hereby incorporated into these terms.

1. TEAM SCOUT PAYMENTS

1.1 Team Scout Payments Solution.

Team Scout Inc. (“Team Scout,” “we,” “us,” or “our”) provides a payment processing solution (“Team Scout Payments”) that helps the Organization integrate with a payment processor (the “Payment Processor”) to accept payments from its Members—such as athletes, parents/legal guardians of athletes, the Organization’s workforce (including volunteers, coaches, and Administrators), or other associated persons of the Organization—online via the platforms provided by Team Scout (the “Services”). For clarity, these Team Scout Payments services are separate and distinct from the general “Services” provided under the Subscription Agreement; the term “Services” as used in this PP Agreement refers solely to the payment processing services provided under this Payment Processing Agreement.

1.2 Card Network Rules and Obligations.

By entering into this PP Agreement and in consideration for your Organization’s receipt of credit or debit card-funded payments, and participation in programs affiliated with card networks such as MasterCard International Inc. (“MasterCard”), Visa U.S.A. Inc., Visa Europe Ltd., Visa Canada Inc., Visa International (collectively “Visa”), Discover, American Express, and other applicable card networks (collectively, the “Card Networks”), your Organization acknowledges and agrees to comply with all applicable Card Network rules. These rules require your Organization to have a direct relationship with an entity that is a member of these Card Networks and to abide by their regulations when accepting card payments. By entering into this PP Agreement, your Organization is fulfilling the Card Networks’ requirement of having such a direct relationship through the Payment Processor and its designated Member Bank(s), understanding that your Organization has contracted with Team Scout to obtain certain payment processing services.

1.3 Team Scout Is Not a Bank.

Team Scout is not a bank, payment institution, or money services business. By accepting this PP Agreement, the Organization acknowledges and agrees that Team Scout is providing Team Scout Payments as a facilitator of payment processing services, and that Team Scout will be acting as an authorized representative of the Organization with the appointed Payment Processor regarding the Organization’s use and access to these Payment Services.

2. THE PAYMENT PROCESSOR

2.1 Primary Payment Processor: Stripe.

Team Scout has appointed Stripe, Inc. (for the United States and other territories) and Stripe Payments Europe Ltd. (for the U.K. and European markets), or relevant Stripe affiliates (collectively, “Stripe”), as a primary Payment Processor. Stripe will provide certain payment processing functions that enable your Organization to accept online payments from Members, customers, donors, and any other individuals who need to pay the Organization for its activities. These activities may include, but are not limited to, membership fee payments, competition entry fees, governing body registration fees, equipment and apparel fees, travel fees, camp/clinic fees, and donations, including refunds and disputes (collectively “Transactions”).

2.2 Stripe Terms.

Your Organization’s use of Stripe’s payment processing services is subject to separate terms and conditions provided by Stripe (“Stripe Terms”). By accepting this PP Agreement, your Organization also agrees to be bound by the Stripe Terms. Stripe may require the creation of an account with Stripe (the “Stripe Account”) for payment processing. In the event of any inconsistency between this PP Agreement and the Stripe Terms concerning payment processing or the Stripe Account, the Stripe Terms shall prevail.

2.3 Other Payment Processors.

In addition to Stripe, Team Scout may utilize other Payment Processors, such as Worldpay, WePay, or PayPal, in certain jurisdictions or for certain functionalities. If Team Scout elects to integrate another Payment Processor, your Organization may be required to accept additional terms and conditions specific to that Payment Processor. This PP Agreement, together with any such additional Payment Processor terms (collectively, the “Payment Processor Terms”), will govern your use of those services. Should a conflict arise between this PP Agreement and any specific Payment Processor Terms relating to payment processing or the Payment Processor Account, those Payment Processor Terms shall govern.

3. THE SERVICES

3.1 Scope of Services Provided by Team Scout.

Team Scout shall:

(a) Provide the Team Scout Payments services for the purpose of facilitating payment processing via the Payment Processor(s), allowing the Organization to accept online payments from Members through its existing technology platforms and other permitted uses, as periodically notified by Team Scout;

(b) Notify the Organization in advance of any significant updates or changes to Team Scout Payments and will, where appropriate, provide training and/or documentation to assist the Organization with such updates; and

(c) Provide the Organization with reasonable levels of training (including access to remote training and online resources) and support relating to Team Scout Payments.

4. LICENSE TERMS

4.1 License and Intellectual Property.

Team Scout warrants that it owns or otherwise has the right to license the Team Scout Payments services. Except in relation to any third-party or open-source software referenced herein or in separate license terms, Team Scout will remain the sole and exclusive owner of all intellectual property rights in and to the Team Scout Payments and any related documentation.

4.2 License Grant.

Team Scout grants the Organization a limited, non-exclusive, non-transferable, non-assignable, revocable license to use the Team Scout Payments (the “License”), solely for the Organization’s internal business purposes and in accordance with this PP Agreement. This License remains effective until termination of this PP Agreement in accordance with Section 12.

4.3 License Restrictions.

The Organization shall not:

(a) Sell, sublicense, lend, transfer, or provide access to any third party to the Team Scout Payments, except as permitted under this PP Agreement or with Team Scout’s prior written consent;

(b) Create derivative works based on Team Scout Payments, except to the extent expressly authorized in writing by Team Scout;

(c) Copy, frame, or mirror any part of the content of Team Scout Payments, other than for the Organization’s internal business purposes;

(d) Reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets of any Team Scout Payments component, except to the limited extent required by law; or

(e) Access the Team Scout Payments in order to build a competitive product or service or assist any third party to do so.

5. REGISTRATION

5.1 Organization Registration Requirements.

To access the Team Scout Payments services, the Organization must:

(a) Accept the terms of this PP Agreement;

(b) Accept the applicable Stripe Terms or other Payment Processor Terms; and

(c) Provide all information reasonably requested by Team Scout and the Payment Processor(s) to create and maintain the Organization’s accounts with Team Scout Payments and with the Payment Processor(s) (“Organization’s Service Accounts”).

5.2 Verification and Eligibility.

Team Scout and/or the Payment Processor(s) may review the information provided by the Organization to determine its eligibility for Team Scout Payments. Failure to provide all requisite information may delay or prevent the Organization from registering or using Team Scout Payments. The Organization acknowledges that neither Team Scout nor the Payment Processor(s) shall be liable if the Organization is unable to register or use the Team Scout Payments services for any reason.

6. OBLIGATIONS AND WARRANTIES

6.1 Accurate Information.

The Organization warrants that all information provided to Team Scout, Stripe, or any other Payment Processor, is true, accurate, and complete, and acknowledges that Team Scout and the Payment Processor(s) are relying upon such information in providing the Payment Services.

6.2 Cooperation with Team Scout.

The Organization shall fully cooperate with Team Scout and, where applicable, provide any assistance, access, or information required for the provision of the Team Scout Payments. This includes providing Team Scout with access to all relevant internal and external systems necessary to facilitate payment processing. The Organization shall not do, or omit to do, anything that could adversely affect the performance of the Team Scout Payments.

6.3 Lawful Use.

The Organization shall use the Team Scout Payments in a manner consistent with their intended purpose and shall only submit and accept Transactions arising from bona fide sales of goods or services or legitimate fees and contributions. The Organization shall not use Team Scout Payments for any unlawful, deceptive, or fraudulent activities or to facilitate any such activities by others.

7. SECURITY

7.1 Data Security Responsibilities.

The Organization acknowledges and accepts responsibility for the security of all data (including personal data) in its possession or control. When using data in conjunction with Team Scout Payments, the Organization will comply with all applicable laws, including data protection laws, and any requirements set forth by the Card Networks and the Payment Processors.

7.2 Account Security.

The Organization is responsible for maintaining the security of the credentials to its Organization’s Service Accounts and shall take all reasonable steps to ensure they are not used without authorization. If the Organization suspects any unauthorized use of its credentials or other security breaches, it must immediately notify Team Scout and the Payment Processor.

7.3 Security Breach and Audit Rights.

If Team Scout or a Payment Processor reasonably believes that a security breach, personal data breach, or other compromise of data may have occurred, they may require the Organization to undergo a third-party security audit at the Organization’s expense. The Organization shall promptly cooperate and implement any recommended measures arising from such an audit.

8. COMPLIANCE AND INFORMATION SHARING

8.1 Compliance with Laws and Card Network Rules.

The Organization shall comply with all applicable federal, state, local, and international laws, rules, and regulations, as well as Card Network rules. This includes compliance with data security standards such as Payment Card Industry Data Security Standard (“PCI DSS”), the Visa Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other requirements mandated by the Card Networks.

8.2 Information Sharing.

The Organization agrees that Team Scout may share information about the Organization, its accounts, and Transactions with Payment Processors, Card Networks, regulators, and other third parties as necessary to facilitate payment processing, ensure compliance with legal and regulatory requirements, and maintain and enhance the Services.

8.3 Member Consent.

It is the Organization’s responsibility to obtain any required consents, releases, and permissions from Members for the collection, use, and processing of their personal information and payment data, and to provide any required notices related to payment transactions. The Organization must ensure that all Transactions are authorized by the relevant Member or cardholder, as required by applicable law and the Card Network rules.

9. RESTRICTED AND PROHIBITED USES

9.1 Restricted Businesses.

The Organization is prohibited from using Team Scout Payments to submit or accept Transactions related to businesses, activities, or practices that are restricted by the Payment Processor or Card Networks. Such restrictions may be updated from time to time and are incorporated herein by reference. The Organization agrees to review and comply with any posted restricted-business lists provided by Stripe or other Payment Processors.

9.2 Prohibited Transactions.

The Organization shall not:

(a) Submit any Transaction that does not arise from a bona fide sale of goods or services to a Member;

(b) Submit any Transaction that it knows or should have known to be illegal, fraudulent, or in violation of any applicable law, Card Network rule, or this PP Agreement;

(c) Use Team Scout Payments for any fraudulent or unlawful activity; or

(d) Accept payments to collect or refinance an existing debt, unless expressly permitted by applicable law and Card Network rules.

10. SUSPICION OF UNAUTHORIZED OR ILLEGAL USE

10.1 Right to Suspend or Terminate.

If Team Scout or the Payment Processor suspects that any Transaction or activity by the Organization is unauthorized, illegal, or violates this PP Agreement or the Stripe Terms, they may, without liability, suspend or terminate the Organization’s access to Team Scout Payments. The Organization acknowledges that Team Scout may examine, monitor, or disclose its use of Team Scout Payments as necessary to satisfy any legal or regulatory requirement, respond to third-party claims, or enforce the terms of this PP Agreement.

11. FEES AND PAYMENT TERMS

Definitions:

     •           Card Network Fee: Includes interchange fees, assessments, and all other fees imposed by the Card Networks.

     •           Financial Service Intermediaries: Entities involved in Transaction authorization, processing, or settlement processes, including acquiring banks, Payment Processors, and gateways.

     •           Interchange: The fee charged by Visa, MasterCard, and other Card Networks for processing card Transactions, as determined by their published interchange rate tables.

     •           Network Cost: Card Network Fees and all other amounts imposed by Financial Service Intermediaries attributable to each Transaction, including any associated taxes.

     •           Foreign Exchange (FX): Charges applied where a Transaction is made in a currency different from that which is paid out to the Organization.

11.1 Payment Service Fees.

The fees for Team Scout Payments (“Payment Service Fees”) will be presented to the Organization in an online order form or as otherwise communicated by Team Scout. The Payment Service Fees are generally charged on a per-Transaction basis and may vary depending on the Organization’s agreement, Subscription level, or geographic location.

11.2 Dependence on Subscription Agreement.

If the Organization fails to maintain its Subscription Agreement or if it lapses, Team Scout may suspend or terminate the Payment Services, and the Payment Service Fees may revert to default or higher rates. For example, moving from a premium subscription to a basic or freemium level could result in higher per-Transaction fees.

11.3 Fee Components.

Unless otherwise stated, the Payment Service Fees may include Payment Processor Fees owed to Stripe, Network Costs, FX fees, payout fees, PCI compliance fees, account setup or verification fees, and administration or support fees.

11.4 Right to Change Fees.

Team Scout reserves the right to change (increase or decrease) the Payment Service Fees at any time upon reasonable advance notice (e.g., thirty (30) days). The Organization’s continued use of Team Scout Payments after such notice constitutes acceptance of the new fees.

11.5 Taxes.

Unless otherwise stated, Payment Service Fees and other related charges exclude any applicable VAT, GST, sales, use, or similar taxes. The Organization is responsible for determining and collecting any applicable taxes related to the sale of its goods or services, and for compliance with all applicable tax laws.

11.6 Currency.

Team Scout Payments will generally be provided in the currency of the Organization’s registered territory or as otherwise agreed. FX charges may apply if Transactions are processed in different currencies.

11.7 Fees Indemnity.

Insofar as Team Scout becomes liable to the Payment Processor or any other third party for unpaid fees or liabilities arising from the Organization’s use of Team Scout Payments, the Organization shall promptly indemnify Team Scout for such amounts on written demand.

11.8 Reserve Account.

Team Scout reserves the right to hold funds in a reserve account for any period, at its sole discretion, to cover potential Disputes, Refunds, or other payment obligations owed by the Organization. The Organization is not entitled to interest on these held funds and has no legal interest or control over the reserve account.

Disputed Transactions:

11.9 Disputes (Chargebacks).

If a cardholder initiates a dispute (commonly known as a chargeback) against a Transaction, the Organization may challenge it according to Card Network rules and deadlines. Team Scout may provide tools or notifications to assist, but the Organization is solely responsible for contesting Disputes. Team Scout is not liable for losses the Organization incurs due to Disputes.

11.10 Information Sharing for Disputes.

The Organization agrees that Team Scout may share records or information regarding Disputed Transactions with the cardholder, the cardholder’s financial institution, and the Organization’s financial institution to facilitate resolution. Failure to provide complete and accurate information in a timely manner may result in the Organization’s inability to reverse a Dispute.

11.11 Liability for Unresolved Disputes.

If a Dispute is not resolved in the Organization’s favor, the Organization may be liable for the disputed amount, the original Payment Service Fees, and any additional Dispute Fees established by Team Scout or the Payment Processor. The Organization acknowledges that some Disputes cannot be contested or reversed.

11.12 Claims on Owed Amounts.

If the Organization believes Team Scout has not remitted funds owed, it must notify Team Scout in writing within ninety (90) days of the date such amounts were due. Failure to do so waives the Organization’s claim. Funds owed to the Organization are determined solely by Team Scout’s records, absent manifest error.

Refunds:

11.13 Refunds.

A “Refund” occurs when the Organization agrees to reverse a Transaction, returning funds to the cardholder. In such cases, the Organization is responsible for reimbursing the refunded amount, as well as any Payment Service Fees associated with the original Transaction. Team Scout is not obligated to refund any fees paid to it for the original Transaction.

12. TERM AND TERMINATION

12.1 Effective Date and Duration.

This PP Agreement is effective from the date the Organization (or its authorized representative) electronically accepts it (“Effective Date”) and continues until terminated in accordance with this Section or upon termination of the Subscription Agreement.

12.2 Termination by the Parties.

Either party may terminate this PP Agreement immediately if the other party:

(a) Commits a material breach that is incapable of remedy, or fails to cure a remediable breach within thirty (30) days of receiving written notice of such breach;

(b) Repeatedly breaches any of the terms of this PP Agreement;

(c) Ceases, suspends, or threatens to cease or suspend its business, or fails to pay its debts as they become due; or

(d) Is subject to bankruptcy, winding up, or similar insolvency proceedings.

12.3 Termination by Team Scout.

Team Scout may terminate this PP Agreement without liability if:

(a) Any of the circumstances in Section 12.2 occur;

(b) Team Scout’s agreement with Stripe or any other Payment Processor is terminated for any reason; or

(c) Team Scout, in its sole discretion, determines that the Organization presents a significant credit, fraud, or regulatory risk.

12.4 Termination at Will.

Team Scout may terminate this PP Agreement at any time, in its sole discretion, upon written notice to the Organization.

13. EFFECTS OF TERMINATION

13.1 License Termination.

Upon termination, the License granted to the Organization under this PP Agreement ceases immediately.

13.2 Cessation of Services.

The Organization shall immediately discontinue use of Team Scout Payments upon termination. Team Scout is not obligated to process new Transactions following termination but may complete pending Transactions at its discretion.

13.3 No Refund or Compensation.

Termination does not entitle the Organization to any refund of pre-paid fees or any other compensation. The Organization remains liable for fees incurred prior to the effective date of termination.

13.4 Surviving Obligations.

All provisions which by their nature should survive termination, including but not limited to those relating to intellectual property, confidentiality, liabilities, indemnification, disclaimers, limitations of liability, and dispute resolution, shall survive termination.

13.5 Stripe Account.

Termination of this PP Agreement also results in the termination of the Organization’s Stripe Account (and any other Payment Processor accounts), except as otherwise agreed or required by Stripe or the relevant Payment Processor.

14. OWNERSHIP

14.1 Intellectual Property Rights.

The Team Scout Payments and all intellectual property rights therein remain the sole property of Team Scout or its licensors. This PP Agreement does not transfer any intellectual property rights to the Organization, except as expressly stated herein.

14.2 Feedback and Ideas.

If the Organization provides any comments, suggestions, or ideas to Team Scout regarding improvements or modifications to Team Scout Payments (“Ideas”), the Organization agrees that Team Scout will own all rights to such Ideas and may use them without any compensation or acknowledgment to the Organization.

15. WARRANTIES

15.1 Authority.

Each party represents and warrants that it has the full legal right, power, and authority to enter into and perform its obligations under this PP Agreement and that its execution and performance do not and will not violate any agreement to which it is a party.

15.2 Compliance with Laws.

The Organization represents and warrants that it shall comply with all applicable laws, regulations, and Card Network rules in relation to its Transactions and use of Team Scout Payments.

15.3 Disclaimer of Warranties.

Except as expressly stated in this PP Agreement, to the maximum extent permitted by law, Team Scout Payments are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

16. LIMITATION OF LIABILITY

16.1 No Limitation for Certain Claims.

Nothing in this PP Agreement excludes or limits either party’s liability for death or personal injury resulting from its negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

16.2 Exclusion of Certain Damages.

To the fullest extent permitted by applicable law, neither party nor its affiliates will be liable to the other party for any indirect, incidental, special, consequential, or punitive damages, nor for any loss of profits, revenue, data, goodwill, or reputation arising out of or related to this PP Agreement or the use of Team Scout Payments, even if advised of the possibility of such damages.

16.3 Liability Cap.

To the fullest extent permitted by law, each party’s aggregate liability arising out of or related to this PP Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Payment Service Fees paid or payable by the Organization to Team Scout in the twelve (12) months immediately preceding the event giving rise to such liability.

17. INDEMNIFICATION

17.1 Organization’s Indemnity.

The Organization agrees to defend, indemnify, and hold harmless Team Scout, its affiliates, officers, employees, agents, successors, and assigns from any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) Any breach of the Organization’s representations, warranties, or obligations under this PP Agreement;

(b) The Organization’s use of Team Scout Payments, including any Disputes, Refunds, or claims by Members or cardholders;

(c) The Organization’s failure to describe or deliver goods or services to Members as required by applicable law or contract; or

(d) The Organization’s negligence, willful misconduct, or fraud.

17.2 Exceptions.

The Organization’s indemnification obligation does not apply to the extent that any Losses arise solely from Team Scout’s breach of this PP Agreement or its own negligence, fraud, or willful misconduct.

18. NOTICES

18.1 Electronic Notices.

By using Team Scout Payments, the Organization consents to receiving notices, agreements, disclosures, and other communications electronically from Team Scout at the email address provided by the Organization. Electronic notices satisfy any legal requirements that such communications be in writing. The Organization agrees to keep its email address and other contact information current.

By continuing to use or access Team Scout Payments, the Organization acknowledges that it has read, understood, and agrees to be bound by this Payment Processing Agreement, the Subscription Agreement, and any applicable Payment Processor Terms, including the Stripe Terms. The Organization also agrees to comply with all applicable laws, rules, and regulations, including those related to Card Networks and data protection.

If you have any questions about this PP Agreement, please contact Team Scout at hello@teamscout.app.