Payment Processing Agreement

Effective November 30, 2021

Effective December 1, 2021

In connection with the Subscription Agreement, the terms and conditions below together with the SE Payments online form (collectively the “SE Payments Agreement”) shall govern the organization’s use and access to the payment processing services (“SE Payments”).

The Organization will be required to accept this SE Payments Agreement online before accessing the Services. Unless the contrary intention appears, the defined terms in the Subscription Agreement are hereby incorporated into these terms.

1. SPORTSENGINE PAYMENTS

1.1 The SE Payments solution is a payment processing service that helps the Organization integrate with a payment processor (the “Payment Processor”), allowing the Organization to amongst other uses accept payments from its members, including athletes, parents/legal guardians of athletes, the Organization’s workforce (which includes volunteers, coaches, and Administrators) or other associated persons of the Organization that benefit as end-users of the Software and/or Services (the “Members”), online via platforms provided by SportsEngine (“Services”). For clarity, these Services are not part of the “Services” provided by SportsEngine under the Terms of Use. The term "Services" as used in this SE Payments Agreement, refers solely to the Services provided by SportsEngine under this SE Payments Agreement.

1.2 In consideration of your Organization’s receipt of credit or debit card funded payments, and participation in programs affiliated with MasterCard International Inc. ("MasterCard"), VISA U.S.A. Inc., Visa Europe Ltd., Visa Canada Inc., Visa International (collectively "Visa"), Discover ("Discover"), American Express and other applicable card networks’ (such networks being, collectively, the “Card Networks”), your Organization is required to (i) enter into a direct relationship with an entity that is a member of the Card Networks and (ii) agree to comply with Card Network rules as they pertain to applicable credit and debit card payments. By entering into this SE Payments Agreement, your Organization is fulfilling the Card Networks’ rule of entering into a direct relationship with a member of the Card Networks; however, the Payment Processor and its designated Member Bank(s) understand that your Organization has contracted with SportsEngine to obtain certain processing services.

1.3 Depending on where your Organization is based the Services are provided by:

USA & Rest of World
SportsEngine, Inc. of 807 Broadway, Minneapolis, Minnesota 55413.

United Kingdom & Europe
SportsEngine (UK) Limited (NI643006) trading as SportsEngine, of City Quays 1, 7 Clarendon Road, Belfast, Northern Ireland, BT1 3BG.

Unless the context requires otherwise, hereafter collectively referred to as ‘SportsEngine’, ‘Us’, ‘We’.

1.4 SportsEngine supplies the Services in accordance with this SE Payments Agreement, and for the sake of completeness is not a bank, payment institution or money services business. By accepting this SE Payments Agreement, the Organization acknowledges and agrees that SportsEngine is the provider of the Services and that SportsEngine will be designated as an authorized representative of the Organization with the appointed Payment Processor, regarding the Organization’s use and access of the Services.

2. THE PAYMENT PROCESSOR

2.1 SportsEngine appoints a number of Payment Processors and your specific Payment Processor will depend on where your Organization is based:

USA & Rest of World
Stripe Inc., a Delaware corporation.

UK & Europe
Stripe Payments Europe Ltd, a private limited company incorporated under the laws of Ireland, with registration number 513174, and Stripe Payments UK Ltd, a private limited company registered in England, with registration number 8480771.

Other Payment Processors
In addition to the two Payment Processors listed above, SportsEngine may utilize other Payment Processors, including Worldpay, LLC, WePay Inc., and PayPal. The Organization may be required to enter into additional terms and conditions including specific payment processor terms for the aforementioned Payment Processors. The referenced Payment Processor Terms below are specific to the two Payment Processors listed above.

2.2 The Payment Processor’s role is to accept and process payments online via the platforms provided by SportsEngine, to enable the Organization to receive and accept online payments from its Members, customers, donors, and any other person or entity that needs to pay the Organization, to complement the Organization’s business activities (including membership fee payments, competition entry fees, governing body registration fees, equipment and apparel fees, travel fees, camp/clinic fees, donations from people outside the membership and other similar payments), including Refunds and Disputes (as defined below) (collectively “Transactions”).

2.3 The processing and settlement of the Organization’s Transactions (“Payment Processing”) are carried out by the Payment Processor under separate Payment Processor Terms (the "Payment Processor Terms"). By accepting this SE Payments Agreement, the Organization is also accepting and agreeing to be bound by the Payment Processor Terms.

2.4 In addition, by accepting this SE Payments Agreement and the applicable Payment Processor Terms the Organization agrees to the creation of an account with the Payment Processor for payment processing (the “Payment Processor Account”), where necessary SportsEngine will assist the Organization with this. In the event of any inconsistency between the terms of this SE Payments Agreement and the applicable Payment Processor Terms concerning payment processing or the Payment Processor Account, the applicable Payment Processor Terms shall prevail.

3. THE SERVICES

3.1 SportsEngine shall:

(a) provide the Services for the purpose of facilitating the payment processing services supplied by the Payment Processor, to allow the Organization to accept online payments from Members via their existing technology platforms (amongst other uses as permitted and notified from time to time);

(b)notify the Organization in advance of any updates to the Services, and will provide appropriate training and/or materials to Organization concerning all updates; and

(c) provide the Organization with appropriate levels of training (including access to remote training and online resources) and support relating to the Services.

4. LICENSE TERMS

4.1 SportsEngine warrants that it is the owner (except in relation to any third party or open source software, as set out in any applicable license terms) of the Services or otherwise has the right to grant the Organization the licenses granted herein for the purposes of delivering the Services.

4.2 SportsEngine grants the Organization a limited, non-exclusive, non-transferable, non-assignable, revocable license to use the Services (the “License”). The License shall remain effective until this SE Payments Agreement is terminated (howsoever caused) in accordance with Condition 12. Neither the License nor any other provision shall grant any rights in the Services or other intellectual property rights except the limited License of use set out in this Condition 4 and SportsEngine shall remain the sole and exclusive owner of the Services and all intellectual property rights therein.

4.3 Notwithstanding any of the Organization’s other obligations under this SE Payments Agreement, the Organization shall not:

(a) sell, sublicense, lend, transfer or provide access to any third party to access the Services, except (i) as permitted in accordance with this SE Payments Agreement to carry out Transactions; or (ii) where the Organization has obtained written permission from an executive director of SportsEngine;

(b) create derivate works based on the Services;

(c) copy, frame or mirror any part of the content of the Services, other than copying or framing for internal business purposes;

(d) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any of Services; or

(e) access the Services in order to build a competitive product or service.

5. REGISTRATION

5.1 To access the Services the Organization must:

(a) accept the terms of this SE Payments Agreement;

(b) accept the Payment Processor Terms; and

(c) provide information to SportsEngine and allow SportsEngine to share such information to the Payment Processor for the purposes of simultaneously creating an account for Services and a Payment Processor Account (together the “Organization’s Service Accounts”).

5.2 SportsEngine will review the information provided and, if it determines that the Organization is eligible to use the Services, it will allow the Organization to access the Services. Failure to provide the requisite information may prevent or delay the Organization from registering to receive the Services or upon review of the information the Organization may not be eligible or unable (for whatever reason) to receive the Services. The Organization accepts that SportsEngine and/or the Payment Processor is not liable to the Organization, where it is prevented or is unable to register and/or receive the Services.

6. OBLIGATIONS AND WARRANTIES

6.1 Organization warrants that all the information provided to SportsEngine is true and accurate and acknowledges that SportsEngine is relying upon such information in relation to the provision of the Services.

6.2 Organization agrees to co-operate fully with SportsEngine and provide any assistance required to supply the Services, in particular, the Organization (where applicable) shall do the following at its own expense:

(a) provide SportsEngine with access to all of the internal and external systems (including third party systems licensed to Organization) necessary for SportsEngine to provide the Services; and

(b) not to do anything, or omit to do everything, which could or would detrimentally affect the performance of the Services; and

(c) use of the Services in a manner consistent with its intended use; and

(d) only complete and accept Transactions from bona fide sales; and

(e) not use the services to engage in activities that fall within the restricted and prohibited uses (as set in Condition 9 below) including but not limited to, facilitating and/or engaging in any fraudulent, unlawful, deceptive or abusive activity.

7. SECURITY

7.1 Organization acknowledges and warrants that it is responsible for the security of all data (which includes personal data) in its possession or control. When using data (including personal data) in conjunction with the Services, the Organization will only use such data as permitted by this SE Payments Agreement or other agreements between SportsEngine and Organization.

7.2 Organization is responsible for preventing the compromise of the Organization’s Service Accounts credentials, and for ensuring that the Organization’s Service Accounts are not used, accessed or modified without authorization. If SportsEngine or the Payment Processor reasonably believes that an unauthorized access of the Organization’s Service Accounts has occurred, the Organization will immediately notify SportsEngine and the Payment Processor and cooperate with SportsEngine and/or the Payment Processor to provide information reasonably necessary to help mitigate the impact of any such access, and SportsEngine and/or Organization may take such steps as are reasonable to address the unauthorized access. The Organization agrees that SportsEngine and/or the Payment Processor are not liable for any losses, claims or damages arising from the Organization’s failure (including negligence) to comply with its obligations under Conditions 6 and 7.

7.3 If SportsEngine and/or the Payment Processor believes that a security breach, personal data breach, or other compromise of data may have occurred, it may require you to have an approved third-party auditor conduct a security audit of your systems and facilities and issue a report to be provided to SportsEngine, the Payment Processor, and any other relevant third party including law enforcement.

8. COMPLIANCE AND INFORMATION SHARING

8.1 Organization warrants that it shall comply with the requirements of all applicable laws, rules, regulations and orders of any governmental or regulatory body having jurisdiction applicable to the Organization’s business and in connection with this SE Payments Agreement and the Payment Processor Terms.

8.2 Organization agrees that SportsEngine is permitted to contact and share information about the Organization, its Service Accounts and Transactions with necessary third parties (including the Payment Processor) in order to perform the Services. This includes:

(a) for regulatory or compliance purposes;

(b) for use in connection with the management and maintenance of the Services;

(c) to create and update Member records (where requested); and

(d) to conduct risk management processes.

8.3 It is your responsibility to obtain your Members’ consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and the Card Networks’ payment rules (the “Card Network Rules”).

8.4 The Card Networks have established guidelines, bylaws, rules, policies, procedures and regulations in the form of the Card Network Rules. You are required to comply with all applicable Card Network Rules. The Card Networks may amend the Card Network Rules at any time and without notice to us or to you. Insofar as the terms of this Agreement and/or the Payment Processor Terms are inconsistent with the Card Network Rules, the Card Network Rules shall prevail. We reserve the right to amend this Agreement at any time, with notice to you, as may be necessary to comply with the Card Network Rules. You agree that you will also comply with any and all confidentiality and security requirements of the USA Patriot Act (or similar law, rule or regulation), the Card Networks, including but not limited to the Payment Card Industry Data Security Standard (“PCI”), the Visa Cardholder Information Security Program, the MasterCard Site Data Protection Program and any other program or requirement that may be published and/or mandated by the Card Networks.

9. RESTRICTED AND PROHIBITED USES

9.1 The Organization is prohibited from using the Services and warrants that it will not use the Services to submit or accept Transactions, in connection with businesses, business activities or business practices as set out on the Payment Processor’s Restricted Businesses lists, which can be found here: https://stripe.com/restricted-businesses and https://stripe.com/gb/restricted-businesses.

9.2 In addition to any other requirements or restrictions set forth in this SE Payments Agreement, the Organization shall not:

(a) submit or knowingly submit any Transaction for processing that does not arise from sale of goods or services to a Member;

(b)submit or knowingly permit any Member or third party to submit any Transaction that is illegal or that the Organization should have known to be illegal or fraudulent;

(c) use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service;

(d) add any tax to transactions, unless applicable law expressly requires that an Organization impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately);

(e) submit any transaction receipt for a transaction that was previously charged back to the acquirers and subsequently returned to your Organization, irrespective of cardholder approval; or

(f) accept payments to collect or refinance an existing debt.

10. SUSPICION OF UNAUTHORIZED OR ILLEGAL USE

10.1 Without prejudice to any other rights or remedies, SportsEngine reserves the right to terminate or suspend the Services for any reason, including in respect of any Transaction the Organization submits which is reasonably believed, in SportsEngine’s sole discretion, to be in violation of this SE Payments Agreement, any other agreement including the Payment Processor Terms, or exposes the Organization, SportsEngine or the Payment Processor or any other third party, to any actual or potential risk or harm. You agree that SportsEngine may investigate and audit your Organization’s compliance with this SE Payments Agreement from time to time, and you agree to cooperate fully with us in any investigation or audit.

11. FEES AND PAYMENT TERMS

Definitions:

Card Network Fee means Interchange, for Visa, Mastercard, American Express (and other Card Network issuers) Transactions.

Financial Service Intermediaries means entities involved in the authorization, processing or settlement process for Transactions, and includes acquiring banks, payment service providers and gateways.

Interchange means the interchange fee charged by Visa and Mastercard for the processing of Visa and MasterCard Transactions, determined in accordance with the interchange rate tables made generally available by Visa and MasterCard. Network Cost means the Card Network Fees and all other amounts imposed by Financial Service Intermediaries that are attributable to each Transaction. Network Cost includes any associated Taxes (as defined below).

Foreign Exchange (FX) means where a Transaction is made by an end-customer in a different currency that is to be paid to the Organization. In such instance a FX charged is applied.

FEES

11.1 The fees for the Services will be presented to the Organization at the online order form (“Payments Service Fees”). Unless agreed otherwise, the Payment Service Fees is a charge on a per transaction basis. The rate of the charge may differ depending on the type of agreement or product/service the Organization has with SportsEngine. For example, if your Organization has a Premium account, the Payment Service Fees may be lower on a per transaction basis than if you were using a Freemium account.

11.2 If the Organization fails to make payments under the Subscription Agreement, we reserve the right to suspend or terminate the Services and the Payment Service Fees may automatically revert to the default higher paying fees. For example, your Organization’s account may move from Premium to Freemium and will no longer be eligible for the discounted Payment Service Fee available to Premium subscribers.

11.3 Unless stated otherwise, the Payments Service Fees are inclusive of:

(a) fees that are due to the Payment Processor for Payment Processing. Any such fees owed to the Payment Processor shall be paid pursuant to the Payment Processor Terms (“Payment Processor Fees”);

(b) Network Costs;

(c) FX;

(d) Payout fees;

(e) PCI compliance;

(f) Payment Processor Account set up;

(g) Verification fees;

(h) Administration and support.

11.4 SportsEngine reserves the right to change (decrease or increase) the Payments Service Fees at any time, subject to giving the Organization thirty (30) days’ notice.

11.5 Unless otherwise stated, the Payment Service Fees and Payment Processor Fees are exclusive of any applicable Value Added Tax (VAT), Goods and Service Tax (GST), sales, use or similar Tax (collectively “Taxes”). The Organization is responsible for determining what, if any, Taxes apply to the sale of its goods and services, made via the Services.

11.6 The Services will be provided in the currency of where the Organization is based.

FEES INDEMNITY

11.7 SportsEngine has agreed to indemnify and hold the Payment Processor harmless for some, and in some cases, all of the Organization’s unpaid Payment Processor Fees and other liabilities occurring under Payment Processor Terms. In so far as SportsEngine becomes liable to the Payment Processor or any other third party for any Fees or other liabilities under or in respect of the Payment Processor Terms or this SE Payments Agreement, the Organization shall be liable to pay SportsEngine (on written demand) and indemnify SportsEngine against any and all such liabilities.

11.8 Without prejudice to Condition 12, acting reasonably we will hold funds in reserves in any amount and for any period of time at our discretion, which can be used to set aside any fees relating to Disputes (as defined below), refunds or any other payment obligations that the Organization owes (“Reserve Account”). The Organization agrees that it is:

(a) not entitled to any interest or other compensation associated with the funds held in the Reserve Account;

(b) has no right to direct that account;

(c) has no legal interest in those funds or that account; and,

(d) may not assign any interest in those funds or that account.

DISPUTED TRANSACTIONS

11.9 Where a Member cardholder cancels or revokes their payment for whatever reason with their bank and/or Card Network issuer, otherwise known as a chargeback (“Dispute”), the Organization will be granted the opportunity to contest the Dispute. The Organization is responsible for administering the Disputes and ensuring compliance with any time limits to challenge a Dispute as set by a bank and/or Card Network Issuer from time to time. SportsEngine may provide you with assistance, including notifications and where applicable software to help contest your Disputes, but we do not assume any liability and shall not be liable for any loss incurred to the Organization as a result of such assistance. Where Disputes are raised that cannot be contested as may be mandated by the bank and/or Card Network issuer, including where a Member cardholder revokes their pre-authorized debit, direct debit, ACH payment or similar, then the Organization acknowledges they are still liable for any Transaction Fees incurred and any applicable Dispute Fee (see Condition 11.11), but also that SportsEngine will not be liable for any loss incurred by any such Disputes.

11.10 You grant us permission to share records or other information required with the Member cardholder who has raised a Dispute, the Member cardholder’s financial institution, and your financial institution to help resolve any Dispute. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible Dispute being assessed.

11.11 If the Member cardholder’s issuing bank or the Card Network issuer does not resolve the Dispute in the Organization’s favor or if the Dispute is not responded to, the Organization is liable to pay back the amount paid by the Member cardholder and applicable Payment Processor Fees, plus a Dispute Fee (the Dispute Fee depends on where the Organization is based and is subject to change at the discretion of SportsEngine without notice, the current rates are: $25 (North America), £/€25 (UK and European Countries) and the equivalent in any other territory worldwide where the Services are available.

11.12 If the Organization believes that SportsEngine has failed to remit any payments owed to the Organization, the Organization must notify SportsEngine in writing within ninety (90) days of the date of such remittance or from the date when the Organization purports such remittance would have been due, specifying in reasonable detail the amounts the Organization believes are owed. The Organization’s failure to so notify SportsEngine shall result in the Organization’s waiver of any claim relating to such disputed remittance. Amounts owed to the Organization shall be calculated solely based on records maintained by SportsEngine, which shall be presumed correct absent manifest error. The Organization shall have no audit rights hereunder.

REFUNDS

11.13 A refund is defined as a payment that has been agreed by the Organization to be refunded or reversed back to the Member cardholder (for whatever reason) (“Refund”). In the instance where a Refund occurs, the Organization is liable to pay the agreed amount back to the Member cardholder, and a Payment Service Fee for the original transaction.

12. TERM & TERMINATION

12.1 This SE Payments Agreement is effective and binding on the date when the Organization or an authorized representative of the Organization indicates acceptance by electronic acceptance of it (“Effective Date”).

12.2 The SE Payments Agreement will continue from the Effective Date indefinitely until terminated by either party in accordance with Conditions 12.3 or 12.4 or the Subscription Agreement is terminated for whatever reason (“Term”).

12.3 Without affecting any other right or remedy available to it, either party may terminate this agreement immediately, by giving notice to the other, if the other party:

(a) commits a material breach of any term of this SE Payments Agreement which is irremediable or (if such breach is remediable) fails to remedy such breach within thirty (30) days’ of receiving written notice of such breach;

(b) repeatedly breaches any of the terms of this SE Payments Agreement;

(c) ceases, suspends, or threatens to cease or suspend, to carry on its business or payment of its debts; and/or

(d) is subject to a bankruptcy or winding up order or similar action

12.4 Without prejudice or affecting any other right or remedy available, SportsEngine may terminate this SE Payments Agreement, without any liability to the Organization, if:

(a) any of the circumstances at Condition 12.3 occur; or

(b) the agreement between SportsEngine and the Payment Processor is terminated (howsoever caused); or

(c) SportsEngine in its sole discretion reasonably believes that the Organization presents a significant credit or fraud risk, including if the Organization has an unfavorable, irregular or unusual Dispute transaction rate.

12.5 SportsEngine may terminate this SE Payments Agreement at any time, in our sole discretion, without prior notice to your Organization.

13. EFFECTS OF TERMINATION

13.1 Upon termination (howsoever caused) any Licenses granted to the Organization under this SE Payments Agreement shall cease with immediate effect.

13.2 Upon termination (howsoever causes) the Organization will:

(a) immediately discontinue to access the Services and have no further rights or access to use the Services;

(b) cease from accepting any new Transactions through the Service;

(c) not be entitled to a refund or compensation for any payments for the Services made before the moment of termination of the Agreement.

13.3 Upon termination (howsoever caused) SportsEngine will complete all pending Transactions but will have no obligation to process any new Transactions.

13.4 Termination (howsoever caused) does not relieve the Organization from its obligations as defined in this SE Payments Agreement and the Payment Processor may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this SE Payments Agreement, including but not limited to Payments Service Fees, Disputes or Refunds.

13.5 Unless determined otherwise, termination of this SE Payments Agreement will not necessarily terminate any Subscription Agreement the Organization has with SportsEngine (as applicable) for other services.

13.6 For completeness, termination of this SE Payments Agreement (howsoever caused) also terminates the agreement between Payment Processor and the Organization (including the Payment Processor Account).

14. OWNERSHIP

14.1 The Service is licensed and not sold as set out in the License terms above. SportsEngine reserves all rights not expressly granted to the Organization in this SE Payments Agreement.

14.2 Organization may choose to or SportsEngine may invite the Organization (including its officers, employees, agents, subcontractors and Members) to submit comments or ideas about the Service, including without limitation about how to improve the Service (“Idea(s)”). By submitting any Idea, Organization agrees that the disclosure of such Idea is gratuitous, unsolicited and without restriction and will not place SportsEngine under any fiduciary or other obligation, and that SportsEngine owns all right, title and interest in all Ideas and is free to use the Idea for its own commercial gain without any additional compensation to the Organization. The Organization hereby irrevocably assigns all right, title and interest in and to such Ideas and all associated intellectual property therein to SportsEngine.

15. WARRANTIES

15.1 Both parties represent and warrant that:

(a) they have the authority to enter into this SE Payments Agreement and that their signatories (or person accepting the terms of this SE Payments Agreement) are duly authorized and empowered to bind the party on their behalf; and

(b) they will comply with all applicable laws, ordinances, statutes, regulations and rules, and that they have the power to settle fully and completely all claims, causes of action, demands, charges and liabilities arising out of or relating to this SE Payments Agreement.

15.2 The Service and all accompanying documentation are provided on an “as is” and “as available” basis, without any warranties, either express, implied, or statutory, including without limitation any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

15.3 SportsEngine will provide the Services in a professional and workmanlike manner and free from any unreasonable defects, and SportsEngine will use commercially reasonable means to fix any defect in the Services that may arise. Organization shall use the Services only in accordance with this SE Payments Agreement. Aside from these warranties, to the extent permissible by applicable law, the Services are provided without warranty of any kind, either express or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose or use.

15.4 Without limiting the foregoing, SportsEngine does not warrant that the Services will meet the Organization’s requirements; or, that Transactions will be processed within a set period of time; or, that the Services will be available at any particular time or location; or, that the Services will function in an uninterrupted manner or be secure; or, that any defects or errors will be corrected; or, that the Service is free of viruses or other harmful components. Any subject matter downloaded or otherwise obtained through the use of the Services is downloaded at the Organization’s own risk and the Organization will be solely responsible for any damage to its property or loss of data that results from such download.

16. LIMITATION OF LIABILITY

16.1 Nothing in this SE Payments Agreement shall limit or exclude either party’s liability for death, personal injury or damage to tangible property caused by a party’s negligence, fraud, fraudulent misrepresentation or any other liability that cannot be excluded by applicable law.

16.2 Notwithstanding any other rights a party may have under this SE Payments Agreement, unless specified otherwise neither party nor its affiliates will have any liability to the other party or any other person for any indirect, incidental, exemplary, special, punitive, reliance or consequential damages, including loss of profits, goodwill or reputation, arising out of or relating to this SE Payments Agreement, even if advised of the possibility of those damages, and whether arising out of breach of contract, tort or otherwise.

16.3 SportsEngine’s total aggregate liability to the Organization in respect of all other losses arising out of or related to this SE Payments Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the aggregate amount of fees paid or payable to SportsEngine during the six (6) month period immediately preceding the event giving rise to the claim for liability.

17. INDEMNITY

17.1 The Organization will indemnify SportsEngine, its affiliates, and the directors, employees, officers and agents of each for losses paid or incurred by the SportsEngine to the extent arising out of:

(a) any claim relating to any material breach of any of the Organization’s representations, warranties or obligations under this SE Payments Agreement;

(b) Organization’s use of the Services, including any refunds, reversals, disputes, and any fees, penalties or fines imposed by the Payment Processor or third party or government entity as a result of the Organization’s use of the Services;

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

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

17.2 The Organization’s indemnification obligations in this Condition 17, do not apply to the extent a loss would not have occurred but for SportsEngine’s; (i) breach of this SE Payments Agreement; or (ii) negligence, fraud or willful misconduct.

18. NOTICES

18.1 By using the Services, you consent to receive electronic communications from us. These communications may involve sending emails to your email address provided during registration or posting communications on the admin portal of the systems. You agree that any notices, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy.