Organizer Platform & Payments Agreement

This Organizer Platform & Payments Agreement (the "Agreement") is a contract between Athlema, Inc., a Delaware corporation ("Athlema," "we," "us"), and the organization that accepts it ("you" or the "Organization"). It covers how you use Athlema to run programs, how you get paid, who pays for refunds and chargebacks, your subscription plan, and how we handle data for you.

Please read it carefully. Sections 11 (chargebacks), 24 (indemnification), 25 (limitation of liability) and 26 (governing law and disputes) affect your rights and money.

Key terms at a glance

This summary is for convenience. The full sections below control.

1. Parties, acceptance and how this Agreement fits with other terms

1.1 Who is bound. This Agreement binds the Organization named in your hub account. It also binds each Sub-organization of your Organization that uses Athlema. When we say "you," we mean the Organization and those Sub-organizations.

1.2 How you accept. You accept this Agreement by clicking to accept it in the Athlema hub at hub.athlema.com, or by signing an Order Form that refers to it. An authorized person must accept it before your Organization can start Stripe payout onboarding and before it can start a paid plan. Each Sub-organization that sets up its own Payout Account accepts it in the hub for itself too. We record each acceptance: the person who accepted, the organization, the version of this Agreement, the date and time, the IP address and browser (user agent) used, and where it was accepted. We keep that record as a legal record of our contract, including after the person who accepted deletes their Athlema account.

New versions. When we publish a new version of this Agreement, an authorized person must accept the new version in the hub before your Organization can start or continue Stripe payout onboarding or start a paid plan. Until then, Registrations, payments, refunds and payouts that are already running are not interrupted. If your Organization already uses organizer features when we first publish this Agreement, we will ask an authorized person to accept it in the hub.

1.3 Authority. The person who accepts this Agreement promises that they are at least 18 years old and are authorized to bind the Organization. If they are not authorized, they are personally bound by this Agreement instead.

1.4 Individuals. Each person who uses Athlema, including your staff, is also bound as an individual by the Terms of Service, the Community Rules and the Privacy Policy notices that apply to them.

1.5 Order of precedence. If documents conflict, this order applies, from strongest to weakest:

1. an Order Form or other custom contract signed by both you and Athlema, but only for the specific terms it changes;
2. this Agreement, including its Exhibits;
3. the Terms of Service, for your use of organizer features.

For processing of Organizer Data, the Data Processing Addendum in Exhibit A wins over any other part of this Agreement if they conflict.

1.6 Stripe terms. The Stripe Agreement (Section 6.1) is a separate contract between you and Stripe. This Agreement does not change it.

2. Definitions

In this Agreement:

• "Organization" means the league, club, social sports company, facility, business or other organization that accepts this Agreement and runs programs on Athlema through the hub.
• "Sub-organization" means an organization set up in the hub under your Organization, for example a regional branch or a second market. Sub-organizations are available on the Business plan.
• "Program" means anything you list or run on Athlema, including a tournament, a league season, an event, and a pickup game hosted by your Organization.
• "Participant" or "Player" means a person who registers for, joins, or takes part in a Program, including a team member, a doubles partner, a free agent, and a guardian who registers someone else.
• "Registration" means a Participant's entry into a Program, including a waitlist place, a team entry, a free-agent entry, and a seat in a paid pickup game.
• "Entry Amount" means the price you set for a Registration, after any discount code, and including a deposit, a balance payment, or a transfer amount. It does not include the Service Fee or referee fees.
• "Service Fee" means the Athlema service fee that a Player pays on top of the Entry Amount, as described in Section 8.
• "Referee Fee" means the optional per-Program referee fee you choose to collect from Players with their Registration, as described in Section 8.6.
• "Organizer Content" means the content you or your staff put on Athlema, such as Program listings, descriptions, rules, rulebooks, waivers, logos, photos, sponsor materials, messages and email blasts.
• "Player Data" means personal information about Players that Athlema collects as the controller of the Player's account and that Athlema shares with you at the Player's direction when the Player registers for your Program, such as their name, email, entry details, team and partner details, waiver signatures, check-ins and payment status.
• "Organizer Data" means personal information that you or your staff put into Athlema yourselves, such as contacts you import from a file or add by hand, notes, custom fields, the content and recipient lists of your email blasts, and your staff list. Exhibit A governs Organizer Data.
• "Payout Account" means your Stripe connected account, which receives your money and pays it out to your bank.
• "Dispute" means a chargeback, an inquiry or retrieval request, a payment reversal, or any other claim by a cardholder or their bank against a payment for one of your Registrations.
• "Reserve" means an amount of your money that we ask Stripe to hold, or that we hold back from transfers to your Payout Account, to cover expected refunds, Disputes and other amounts you may owe.
• "Stripe Agreement" means the Stripe agreement that applies to your Payout Account, as described in Section 6.1.
• "Hub" means Athlema's organizer and staff portal at hub.athlema.com.
• "Service" means the Athlema websites, the hub, the Athlema app, emails, embeddable widgets, and related services we provide to you.

3. The Service and your account

3.1 Onboarding. Today, Athlema staff set up organizer accounts after you contact us. We may ask for information about your Organization before we set up your account or turn on payments. We may refuse to set up an account for any lawful reason.

3.2 Staff and roles. You can invite staff to your Organization in the hub and give each of them a role (for example owner, admin, organizer, scorekeeper or viewer). Each role has different permissions. You decide who has which role. You must:

• give access only to people you trust and who need it;
• remove access promptly when someone leaves or no longer needs it; and
• keep at least one active owner who can manage the Organization.

3.3 You are responsible for your staff. Everything your staff do in the hub is treated as done by you. You are responsible for their actions and for making sure they follow this Agreement.

3.4 Security. Each staff member must use their own sign-in and keep it secure. Do not share sign-ins. Tell us at support@athlema.com right away if you think someone has used your account without permission or if you see a security problem.

3.5 Sub-organizations. If you are on the Business plan, you can create Sub-organizations. Each Sub-organization has its own Programs and its own Payout Account. Plan terms, fees and negotiated rates are set at the top Organization and apply to its Sub-organizations. You are responsible for each Sub-organization's compliance with this Agreement. Money, credit and transfers do not move between Sub-organizations: each one is a separate organization for payments.

3.6 Changes to the Service. We improve the Service all the time. We may add, change or remove features. If we remove a feature that is material to your paid plan, we will give you reasonable notice, and you may cancel your plan as described in Section 13.

4. Your programs and your responsibilities

4.1 You are the seller and operator. You, not Athlema, offer, sell, organize and run your Programs. You decide the format, the rules, the price, who may join, and how the Program runs. Athlema provides the technology. Athlema is not the organizer, operator, venue owner, referee or supervisor of any Program, and does not vet Players, venues or staff.

4.2 Accurate listings. Your listings must be accurate, complete and kept up to date. This includes:

• dates, start times and registration deadlines;
• price, deposits, balance due dates, and what the price includes;
• location and venue;
• format, level and number of matches or games, where you state them;
• eligibility rules (for example age, gender, skill level or membership);
• your refund, transfer and cancellation policy (Section 10); and
• any waiver Players must sign.

If something material changes after Players register, you must tell them promptly and, where Section 10 requires it, offer refunds.

4.3 Rules and conduct. You set and enforce the rules of your Programs. You must apply them fairly and consistently. You may remove Players from your Programs for good reason, subject to your published refund policy and Section 10.

4.4 Safety. You are responsible for the safety of your Programs. This includes the condition of the venue and equipment, supervision, first aid and emergency plans that are suitable for the sport, the weather and the participants. Athlema does not give medical, safety or sports advice.

4.5 Venues and permits. You must have the right to use each venue, and any permits, licenses or permissions your Programs need (for example from a park authority or facility owner).

4.6 Referees, officials and staff. Referees, officials, volunteers and staff who work at your Programs are yours, not Athlema's. They are not Athlema's employees, contractors or agents. You are responsible for choosing them, training them, supervising them and paying them. Athlema only records referee assignments and amounts in the hub. You pay referees yourself, outside Athlema.

4.7 Insurance. You must carry, at your own cost, commercially reasonable general liability insurance that covers your Programs, and any other insurance that law or your venues require. On request, you must give us a certificate of insurance.

4.8 Laws. You must follow all laws that apply to your Programs and your business. This includes:

• consumer protection laws, including truthful advertising and refund disclosures;
• all-in pricing laws in your own advertising. Athlema shows the Service Fee at checkout. If you advertise a price outside Athlema (for example on your website, social media or flyers), you are responsible for making sure that advertising follows pricing laws that apply to you, such as laws that require mandatory fees to be included in the advertised price;
• accessibility laws for your venues and Programs;
• anti-discrimination laws. You must not exclude anyone on a basis that the law forbids. Eligibility rules based on sports categories (for example age groups or gendered divisions) are allowed only where the law allows them;
• privacy, anti-spam and data laws (Sections 15 and 16);
• tax laws (Section 14); and
• laws on gaming, prizes and contests (Section 20).

4.9 Minors and children.

• Athlema accounts are for adults (18 or older, or older where the age of majority is higher).
• Athlema has no youth or guardian features today. It does not verify anyone's age, and it does not verify that a person is a parent or legal guardian. We will tell you if this changes.
• You may decide to allow participants aged 13 to 17 in a Program. If you do, a parent or legal guardian who holds an Athlema account must register the participant under the parent's or guardian's own account, and must accept your waivers on the participant's behalf, as their parent or guardian. The parent's or guardian's acceptance applies to the participant only to the extent the law allows. You decide whether a parent's or guardian's signature is enough for your Program, your state and your insurer.
• Athlema's records do not show that a participant is a minor or who their parent or guardian is. You must keep your own record of each minor's name, age and parent or guardian for any Program that allows minors.
• The name entered for a minor's entry may be public, like any entry (Section 15.6).
• Minors may not have their own accounts, use chat, or host pickup games.
• No one under 13 may take part in a Program through Athlema, in any form, including through a parent or guardian. You must not enter information about any child under 13 into Athlema (for example in entries, rosters, team lists, contact imports, notes or custom fields).
• If you learn that an account holder is under 18, or that Athlema holds data about a child under 13, tell us at privacy@athlema.com. We will close the account or delete the data.
• Programs that allow minors often need extra safety steps, such as background checks for adults who work with minors and special waiver rules. Those are your responsibility. Athlema does not run background checks.

4.10 No health or sensitive data. Athlema does not ask for medical or health information. You must not use Athlema to collect health information, medical conditions, injury details, government ID numbers, Social Security numbers or payment card numbers. This applies to custom fields, contact imports, notes, chat, email blasts and the free text of waivers. If you need this information for your Program, collect and protect it outside Athlema, under your own policies.

4.11 Weather, cancellations and changes. You decide when to delay, reschedule or cancel a Program, for example for weather. You must tell affected Players promptly, through Athlema or otherwise, and follow Section 10 on refunds.

4.12 Pickup games you host. If your Organization hosts a pickup game, this Agreement applies to it like any other Program. You are responsible for venue permission, safety, conduct, the price, and refunds. Paid pickup games can be hosted only by organizations, not by individual players.

4.13 Your Players' complaints. You are the first point of contact for Players about your Programs. You must give Players a way to contact you and must respond to refund requests and complaints promptly (Section 10.2). We may refer Player complaints about your Programs to you.

5. Waivers

5.1 Your waivers. Athlema gives you a tool to show waivers to Players and collect electronic signatures. You write and own your waivers. You decide whether to use one and what it says. Each Player with an Athlema account signs for themselves (a parent or guardian signs for a participant aged 13 to 17, under Section 4.9). Teammates who are added to a team entry only by name do not sign through Athlema unless they later join with their own account. You are responsible for collecting any waiver you need from them.

5.2 What we record. When a Player signs a waiver through Athlema, we record their typed full legal name, the time, which waiver, and which Program. We keep that record as described in our Privacy Policy.

5.3 We do not review waivers. Athlema does not review your waivers and does not promise that they are valid, enforceable or suitable for your Programs or your state. Waiver rules differ from state to state, and especially for minors. You should have your waiver reviewed by your own lawyer.

5.4 Release of Athlema. Your waivers must also release Athlema, as your technology provider, to the same extent they release you, as far as the law allows. For example: "...releases [Organization] and its technology providers, including Athlema, Inc., and their officers, employees and agents...". We may add short platform wording to waivers shown through Athlema to do this.

5.5 Keep your own records and versions. If you change a waiver's text after people have signed it, that does not change what they already signed. You must keep your own copy of each version of each waiver, with the dates it was in use. We are improving how the Service stores waiver versions, but until we tell you otherwise, do not rely on Athlema alone to prove which text a Player signed. Keep your own copies of signed waivers and signature records as your records retention needs require.

5.6 Electronic signatures. You are responsible for deciding whether an electronic signature is enough for your waiver and for any extra steps your state or your insurer requires.

6. Payments: Stripe and your Payout Account

6.1 Stripe. Athlema uses Stripe to make payouts to organizers. The Stripe Recipient Agreement (opens in a new tab) applies to your receipt of payouts. To receive payouts from Athlema, you must provide Athlema accurate and complete information about you and your business, and you authorize Athlema to share it and transaction information related to your payouts with Stripe. Stripe shows you the agreement that applies to your Payout Account during Stripe-hosted onboarding and records your acceptance. If Stripe instead presents the Stripe Connected Account Agreement (opens in a new tab) (which includes the Stripe Terms of Service (opens in a new tab)), that agreement applies to your Payout Account. In this Agreement, the "Stripe Agreement" means the agreement Stripe presented to you and you accepted.

6.2 Athlema is your point of contact. Your Payout Account is set up only to receive transfers from Athlema and to pay out to your bank. It cannot take payments by itself. Because it is a recipient account, Stripe does not give you support directly. If you have a question or a problem with your Payout Account or a payout, contact us at support@athlema.com, and we will work with Stripe for you.

6.3 Stripe onboarding. Stripe collects your identity, business and bank details itself, in Stripe-hosted onboarding, so that your Payout Account can receive transfers and pay out to your bank. You must complete Stripe onboarding, and Stripe must activate your Payout Account, before you can take payments on Athlema. You cannot open a paid Program for registration until your Payout Account is active. If Stripe later restricts your account, paid registrations stop until the restriction is fixed.

6.4 Who can have a Payout Account. Payout Accounts are available only to organizations and individuals based in the United States with a US bank account. All payments on Athlema are in US dollars.

6.5 Stripe Express dashboard. You can see your Stripe balance, your payouts and your payout schedule, and manage your bank details, in the Stripe Express dashboard. You can open it from the hub. Stripe provides that dashboard, not Athlema.

6.6 Stripe privacy and disclosures. Stripe processes your personal data and your business data as described in the Stripe Privacy Policy (opens in a new tab). When you provide personal data in connection with Athlema payments, Stripe receives that personal data and processes it under that policy. If your Payout Account is on the Stripe Connected Account Agreement, information about the financial institutions that support Stripe's services is in Stripe's acquirer disclosure (opens in a new tab).

6.7 Keep your information current. You must keep your Payout Account information accurate and up to date, including after a change of ownership, legal name, tax ID or bank account. You must respond promptly to Stripe's and our requests for information.

6.8 Stripe's checks. Stripe verifies your identity and may ask for documents, restrict or close your Payout Account, or pause payouts under the Stripe Agreement and the law. Athlema does not control those decisions and is not responsible for them. We will help you with them as described in Section 6.2.

6.9 Offline payments. You can record payments you collect outside Athlema (for example cash, check or another payment app) in the hub so your records are complete. Athlema does not process, hold or guarantee those payments, does not charge a Service Fee on them, and does not refund them. You handle any refund of an offline payment yourself.

7. Appointment of Athlema as limited payment collection agent

7.1 Appointment. You appoint Athlema as your limited agent for one purpose: to accept payments from Players for your Registrations, through Stripe, on your behalf. Athlema may use Stripe and other payment providers to do this. You also authorize Athlema to appoint Stripe as its sub-agent for this purpose.

7.2 Payment to Athlema is payment to you. When a Player's payment for one of your Registrations is received by Athlema or Stripe, that counts as payment received by you. The Player's obligation to pay you for that Registration is satisfied to that extent, even if a payout to you is later delayed or fails. You must give the Player the Registration they paid for.

7.3 Business of record for card processing. Athlema is the business of record for card processing. This means the payment is processed on Athlema's Stripe account and the Player's card statement shows Athlema's name. You remain the seller of the Program. You, not Athlema, are responsible for delivering the Program and for the Program-related obligations to Players. This describes only how the card payment is processed and who the card networks and Stripe deal with. It does not make Athlema the seller, organizer or operator of your Program, and it does not make Athlema the retailer or dealer of your Registrations for sales, admissions or amusement tax purposes.

7.4 Your money. Athlema is not a bank and does not hold your money in its own bank account. When a Player pays, Stripe sends your Entry Amount (and any Referee Fees) to your Stripe balance, where Stripe holds it until it pays it out to you. Athlema does not pay interest on any amount, and you are not entitled to any interest or other earnings on funds held by Stripe.

7.5 Limits of the agency. Athlema is your agent only for accepting payments and for the refund, Dispute and recovery steps described in this Agreement. Athlema is not your agent for any other purpose.

8. Pricing, the Service Fee and other fees

8.1 You set your price. You set the Entry Amount for each Program, including any deposit, balance, discount codes and transfer fee.

8.2 Players pay the Service Fee on top. When a Player pays for a Registration, Athlema adds the Athlema service fee on top of your Entry Amount. The Player sees it at checkout as one line before they pay. You receive exactly your Entry Amount. The Service Fee is never taken out of your Entry Amount.

8.3 How the Service Fee is calculated. The Service Fee has two parts:

1. Athlema's fee: a percentage of the Entry Amount set by your plan. Today: Free 5%, Starter 5%, Pro 4%, Business 3%. If we agree a different rate with you in writing (a negotiated rate), that rate applies instead. A negotiated rate is never below 1%. The rate of your top Organization applies to its Sub-organizations.
2. Card-processing recovery: 2.9% of (the Entry Amount plus Athlema's fee), plus 30 cents.

The Service Fee is never less than one cent on a paid entry. The rates for each plan are in Section 13.1 and on athlema.com/pricing; we change them only under Section 8.7. The rate is fixed for each payment at the moment the Player pays. A change of plan or rate applies only to later payments.

Example. On the Free or Starter plan, a $100.00 entry: Athlema's fee is $5.00; card-processing recovery is 2.9% of $105.00 plus $0.30, which is $3.35; the Service Fee is $8.35. The Player pays $108.35. You receive $100.00.

8.4 When no Service Fee applies, or a smaller one.

• Free entries. If the amount a Player pays is zero (for example a free Program, or a 100% discount), there is no Service Fee.
• Athlema+ members. Players who have an active Athlema+ membership pay no Athlema fee. They still pay the card-processing recovery. You still receive your full Entry Amount.
• Discount codes. The Service Fee is calculated on the Entry Amount after the discount.
• Organizer credit. The Service Fee is calculated only on the part of the price paid by card, not on the part paid with credit you issued (Section 12).
• Referee Fees. No Service Fee is charged on Referee Fees (Section 8.6).
• Paid pickup seats. No Service Fee is charged on seats in pickup games your Organization hosts. You receive 100% of the seat price, and Athlema absorbs the card-processing cost. Seat prices must be at least 50 cents, which is Stripe's card minimum.
• Offline payments. No Service Fee is charged on payments you record as collected outside Athlema (Section 6.9).

8.5 Discount codes. You may create discount codes. A discount reduces your Entry Amount. You bear the full cost of the discount. Athlema does not fund discounts.

8.6 Referee Fees. You may choose to collect a Referee Fee from Players with their Registration. If you do:

• the Referee Fee is added to the Player's payment as a separate amount, with no Service Fee on it;
• it goes to your Stripe balance with your Entry Amount;
• when the Program is completed, the Service may ask Players for a small additional payment, or refund a surplus, to match the matches actually played, as shown in the hub. Differences of two dollars or less per Player are not collected or refunded: a shortfall is yours to cover and a surplus stays with you;
• you are responsible for paying your referees, outside Athlema, and for any tax or employment obligations that come with that; and
• Referee Fees are treated like Entry Amounts for refunds and Disputes (Sections 10 and 11).

8.7 Changes to the Service Fee. We may change the Service Fee rates or how the Service Fee is calculated. We will give you at least 30 days' notice before a change applies to your Programs. We may lower the fee, or make a change the law requires, with shorter notice. A change applies only to payments made after it takes effect.

8.8 Do not add a surcharge for the Service Fee. You must not add any extra charge to your price to cover the Service Fee, and you must not describe the Service Fee as your fee, a tax, a government charge, or anything it is not. You may tell Players that "Athlema adds a service fee at checkout." If you show prices outside Athlema, follow Section 4.8.

8.9 Our other fees. Your subscription plan fees are in Section 13. We do not charge you any other fee unless this Agreement or an Order Form says so, or we add it with the notice that Section 27.2 requires.

9. Payouts

9.1 How payouts work. After a Player pays, Stripe moves your Entry Amount (and any Referee Fees) to your Stripe balance. Stripe then pays out your available balance to your bank account. Payouts follow the schedule we set with Stripe for your account, which you can see in your Stripe Express dashboard.

9.2 Timing is not guaranteed. Stripe controls when funds become available and when payouts arrive. Transfers to a recipient account become available in your Stripe balance about one day after Stripe receives them, before Stripe's normal payout timing. Your first payout may take longer than later ones while Stripe completes its checks. Banks may add delays. Athlema does not guarantee the timing of any payout.

9.3 Our right to delay, hold or reserve. We may ask Stripe to change your payout schedule (for example to pay out weekly, monthly, or only when we release funds), to delay payouts, or to hold back transfers of future Entry Amounts (a Reserve), if we reasonably believe it is needed because of:

• suspected fraud or unauthorized payments;
• a high or rising level of refunds, refund requests or Disputes;
• a breach of this Agreement;
• a Program that may not take place as listed, or that you have cancelled or stopped running;
• a Program that takes place more than 60 days after Players pay (for example season pre-sales), where we tell you before registration opens that a Reserve or a delayed payout schedule applies; or
• a legal requirement, or a request by Stripe, a card network or a government authority.

When we do this, we will tell you why (unless the law or a security reason stops us), how much we are holding, and what you can do to have it released. We will release the Reserve when the reason for it ends, for example after the Program has taken place and the time for refunds and Disputes has reasonably passed. A Reserve may be used to pay any amount you owe under this Agreement.

9.4 Negative balances. Refunds, Disputes and recoveries can make your Stripe balance negative. A negative balance is an amount you owe, and you must fix it promptly. Stripe pauses payouts to your bank while your balance is negative. You authorize Stripe, at Athlema's instruction or under the Stripe Agreement, to debit the bank account linked to your Payout Account by ACH debit for the amount of a negative balance, and you agree to keep enough funds in that account to cover amounts you owe. We may also recover a negative balance under Section 11.6. If a debit fails, you must pay us the amount within 15 days of our invoice.

9.5 Bank details. You are responsible for entering the correct bank details with Stripe. Athlema is not responsible for payouts sent to the account you gave Stripe.

9.6 Tax forms. Athlema, or Stripe on Athlema's behalf, may be required to file IRS Form 1099-K or other information returns about the payments you receive through Athlema, and to send you a copy, when your payments meet the federal or state reporting thresholds. You must give Stripe accurate taxpayer information (for example a correct name and taxpayer identification number) when asked, and update it if it changes. We may delay payouts or transfers, or withhold amounts as the law requires, if you do not (Section 14).

9.7 Paying your people. Payouts go to you. You are responsible for paying your referees, staff, venues and anyone else you owe. Athlema does not pay them for you.

10. Refunds and cancellations

10.1 Your refund policy. You must publish a clear refund policy for each paid Program before you take any payment, in the Program's description on Athlema or on your own website with a clear pointer to it from the Program's description. Today, the Program page shows the registration close date, and checkout shows the price, the Service Fee and your deposit terms (if any), and tells Players that by paying they agree to your registration terms and refund policy. Checkout does not show your transfer settings or what happens if you cancel, so your published policy must cover them. Your policy must be consistent with your settings in the hub and with this Section 10, and must not be misleading.

10.2 Minimum refund rules. Whatever your policy says, you must:

1. refund in full, or offer a choice that includes a full refund, if you cancel a Program and do not reschedule it, or if you make a substantial change to it (for example a new date, a new venue far away, or a different format) that a Player does not accept;
2. respond to each Player refund request within 5 business days; and
3. give refunds that your published policy or the law requires.

10.3 Automatic refunds and actions you agree to. The Service does some things automatically, based on your settings. By using the Service you agree to them:

• Self-withdrawal before registration closes. If a Player withdraws before the registration close date of your Program, the amount they paid by card is refunded to that card automatically, except a deposit, which is refunded only if you made deposits refundable. If you do not set a registration close date, this automatic refund applies whenever a Player withdraws while registration is open. Players cannot withdraw themselves once your Program has started, once their entry is in a scheduled match, or after you have placed a free agent on a team; they must ask you instead. After registration closes, there is no automatic refund. You decide, under your policy.
• Deposits. If you take a deposit, the deposit and balance terms you set before registration apply: the balance due date (by default 7 days before the start, and always before the start), what happens to the deposit if the balance is not paid on time (kept by you, turned into credit, or refunded), and whether the deposit is refunded when a Player withdraws. The Service offers a deposit only while the balance due date is at least 72 hours away; closer to the due date, Players pay the full price. If the balance is not paid by the due date, the Player's place is released. If the Player was on the waitlist and never held a place, their deposit is refunded. A cancelled Program returns the deposit.
• Cancellation. When you cancel a Program, the Service tells every registered Player. If you set up a cancellation offer, each Player chooses a transfer to another of your Programs, credit, or a refund, by the deadline you set; if a Player does not choose, your chosen default applies. If you do not set up an offer, a Player who withdraws from the cancelled Program is refunded in full automatically, including the Service Fee and any deposit. Refunds are not made to Players who neither choose an offer nor withdraw, so you must refund them yourself under Section 10.2.
• Transfers. If your settings allow it, Players can move their Registration to another of your Programs and may pay a transfer fee you set (Section 12.4).
• Payment requests. You can ask Players to pay amounts through the Service (for example a balance, a waitlist promotion with a 72-hour window to pay, or a referee fee true-up). If a request is not paid on time, it expires and the Player may lose their place.
• Paid pickup seats. A Player gets a full refund if they leave before the game starts, if you remove them, or if you cancel the game. Players cannot leave a paid seat after the game starts.
• Payment errors. Payments that do not match a valid Registration (for example a duplicate or a payment for a place that is no longer available) are refunded in full automatically, and the Registration is not confirmed.
• Account deletion. If a Player deletes their account, their individual entries in Programs that have not started are withdrawn under the normal rules above, and their open payment requests are cancelled. Any open cancellation offer for them is settled as a refund.

10.4 Refunds come from your balance. When a payment is refunded, Stripe takes the refunded Entry Amount (and any refunded Referee Fees) back from your Stripe balance. This applies to refunds you make, automatic refunds, and refunds we make under Section 10.6. If your balance is not enough, it may go negative (Section 9.4).

10.5 The Service Fee on refunds. The Service Fee is Athlema's, and you do not pay it back. For Players:

• on a full refund, the Player gets the Service Fee back;
• if the Program is cancelled, or the Player was charged twice, the Player gets the Service Fee back, even on a partial refund;
• on other partial refunds, Athlema keeps the Service Fee, because the service was provided; and
• otherwise the Service Fee is not refundable, except where the law requires.

Athlema pays for returning the Service Fee. Stripe does not return its own processing fee on a refund. Athlema absorbs that cost. You never pay the Service Fee or Stripe's processing fee on a refund. If, because of how Stripe processes a refund, the Service Fee is temporarily taken from your Stripe balance, we will correct it so that you bear only the refunded Entry Amount and Referee Fees.

10.6 Refunds we make for you. We may refund a Player, in full or in part, on your behalf, and recover the Entry Amount (and any Referee Fees) from you, if:

• you do not follow your published refund policy or Section 10.2;
• you cancel a Program, stop running it, or cannot deliver it as listed;
• a refund is needed to resolve or avoid a Dispute; or
• the law, Stripe or a card network requires it.

Before we do this, we will try to contact you first, unless the situation is urgent or you do not respond in time.

10.7 Every refund needs a reason. When you refund a payment in the hub, you must choose a reason and add a note. Use the reason that is true, because it affects whether the Player gets the Service Fee back.

10.8 Refunds of credit and offline payments. A refund of a payment made with organizer credit is given back as new credit, not cash (Section 12). A refund of an offline payment is your own responsibility (Section 6.9).

11. Chargebacks and disputes

11.1 Why this matters. A Player can ask their bank to reverse a card payment (a Dispute, often called a chargeback). Because Athlema is the business of record for card processing, Stripe takes the disputed amount and Stripe's dispute fees from Athlema's account first. This Section says who pays in the end.

11.2 What you pay. Unless Section 11.4 applies, you bear, for any Dispute about a payment for one of your Registrations or Programs that is lost, accepted, or not contested:

• the full Entry Amount that was disputed;
• any Referee Fee that was disputed; and
• Stripe's dispute fees for that Dispute. Stripe currently charges a fee when a Dispute is received (US$15) and a second fee when we submit evidence to contest it (US$15). Stripe sets and may change these fees.

In addition, and whatever the outcome of a Dispute, Stripe never returns the fee for receiving it. You bear that fee for every Dispute about your Registrations or Programs, won or lost, unless Section 11.4 applies (Section 11.11).

You also bear the full amount of any refund, reversal or negative balance relating to your Registrations and Programs, under Sections 9 and 10.

11.3 What Athlema pays. Athlema bears:

• its own Service Fee portion of a lost Dispute;
• Stripe's processing fees on the original payment; and
• all amounts for a Dispute caused by Athlema's own error (Section 11.4).

11.4 Disputes caused by our error. If a Dispute was caused by Athlema's own error, Athlema bears the whole Dispute, including the Entry Amount and all of Stripe's dispute fees. Examples: a duplicate charge caused by a bug in the Service, or a charge that Athlema made outside your settings. A Dispute is also treated as caused by our error if you gave us the evidence we asked for within the time we set and we did not submit a response to Stripe before Stripe's deadline. A Dispute is not caused by our error only because the Player did not recognize the charge on their statement, or because of anything you did or did not do. The Player's statement shows Athlema's name, and our Terms of Service tell Players that charges appear under Athlema's name.

11.5 Worked example. A Player pays $108.35 for a $100.00 entry (Free or Starter plan), made up of your $100.00 Entry Amount and an $8.35 Service Fee. The Player disputes the payment.

If we contest the Dispute and win, Stripe returns the $100.00 and the $15.00 fee for contesting. The $15.00 fee for receiving the Dispute is not returned by Stripe, and you bear it (Section 11.11).

If the Dispute was caused by Athlema's error (for example the Player was charged twice because of a bug), Athlema bears the whole Dispute, including all of Stripe's dispute fees, and you bear nothing.

11.6 How we recover what you owe. Athlema may recover amounts you owe under Sections 9, 10 and 11, and any other amount you owe us under this Agreement, by one or more of these methods:

1. reversing the transfer to your Payout Account for the payment that was refunded or disputed;
2. debiting your Stripe balance, for example by a transfer from your Payout Account to Athlema (Section 9.4 covers debits of your bank account for a negative balance);
3. reducing, holding back or reversing later transfers of Entry Amounts and Referee Fees to your Payout Account, for any of your Programs, until the amount is recovered, and applying any Reserve; or
4. invoicing you. Invoices are payable within 15 days.

You agree that any amount you owe us is a debt that we may collect from any money payable to you under this Agreement, whichever Program it relates to.

We will tell you about each Dispute (Section 11.7) and about each recovery we make, including the amount and the reason. We may recover amounts when a Dispute is opened, or wait until it is decided. We never recover the Service Fee portion from you.

11.7 We notify you. We will tell you when a Player opens a Dispute about one of your Registrations, normally within one business day after we learn of it, and we will tell you the outcome.

11.8 Evidence. We will ask you for evidence to answer the Dispute. You must give us the evidence we ask for within 5 business days of our request, or sooner if the bank's deadline requires it and we tell you so. Useful evidence includes:

• your registration terms and refund policy as shown to the Player;
• signed waivers;
• attendance, check-in, match and result records;
• your communications with the Player; and
• schedules, announcements and anything that shows the Program took place as listed.

If you do not give us evidence in time, we may decide not to contest the Dispute, and you will bear it under Section 11.2.

11.9 We control the response. Because Athlema is the business of record for card processing, Athlema decides how to respond to each Dispute and submits the response to Stripe. We will act reasonably and in good faith, consider your views and evidence, and contest a Dispute when you give us evidence in time that gives a reasonable chance of winning under the card network's rules. We may accept a Dispute when you ask us to, when you do not give us evidence in time, when the evidence does not reasonably support a response, or when the card network does not allow a response.

11.10 Talking to the Player. You may talk to the Player to resolve the problem. Do not threaten or harass a Player who has opened a Dispute, and do not ask them to withdraw a Dispute in exchange for anything other than a fair resolution. Tell us if you reach a resolution. Once a Dispute is formally open, Stripe does not allow a separate refund of the disputed payment, so do not try to refund it in the hub. Tell us instead, and we will resolve it through the Dispute.

11.11 Won disputes. If a Dispute is decided in Athlema's favor, Stripe returns the disputed amount and the fee for contesting it to Athlema. We will return to you any Entry Amount, Referee Fee and fee for contesting that we recovered from you for that Dispute, normally by a transfer to your Payout Account. Stripe does not return the fee for receiving a Dispute, even when a Dispute is won. That fee stays with you, because the Dispute concerned your Program, unless Section 11.4 applies. If a Dispute is only partly won, Stripe keeps both fees, and you bear them under Section 11.2; if we recovered the Entry Amount or Referee Fee from you, we return to you the part of it that Stripe returned.

11.12 Excessive Disputes. Card networks and Stripe set limits on Dispute rates. If your Programs have a Dispute rate or refund rate that we reasonably consider too high, or that puts Athlema's payment processing at risk, we may:

• require you to change your listings, refund policy or communications;
• hold a Reserve or delay payouts (Section 9.3);
• issue refunds to prevent further Disputes (Section 10.6);
• stop paid registrations for some or all of your Programs; or
• suspend or end your access under Section 22.

11.13 Fines and assessments. If a card network or Stripe charges Athlema a fine, assessment or fee because of your Programs or your breach of this Agreement, you must repay it to Athlema, unless it was caused by Athlema's own error.

12. Organizer credit, deposits and transfers

12.1 What organizer credit is. You may give a Player credit with your Organization, for example instead of a refund, after a cancellation, or as a goodwill gesture. Credit can be spent only on your Organization's own Programs. It is not cash. It is not redeemable for cash, except where the law requires. It cannot be transferred to another person or used with another organization, including another Sub-organization.

12.2 Credit is your liability, never Athlema's. Credit you issue is your obligation to the Player. It is never Athlema's obligation. Athlema only records it. Athlema does not hold money for credit and does not guarantee it. If your Organization stops using Athlema, is suspended, or its account is closed, Athlema will not honor, refund or pay out your credit, and Players' remedies are against you.

12.3 Your duties for credit. You must:

• honor credit you issue, under the terms you told the Player and under applicable law;
• tell Players clearly the terms of the credit, including any expiry date. The Service shows Players an in-app notice 30 days before credit expires (or when the credit is issued, if that is later). It does not send this notice by email today;
• follow any laws that apply to credit, gift cards, stored value and unclaimed property, including laws that limit or forbid expiry dates or require cash refunds in some cases; and
• not offer credit as the only choice where Section 10.2 or the law requires a refund.

You choose whether credit expires and when, and you are responsible for making sure that choice is lawful. Some states (for example California) forbid expiry dates on credit given in exchange for money or in place of a refund, or require small balances to be paid in cash on request. If any of your Players may be in such a state, do not set an expiry date on that credit, and honor cash-out requests the law requires. Athlema applies the expiry you set (including any default expiry in your settings) and will not extend or cash out credit for you. When a Player deletes their Athlema account, their credit can no longer be used on Athlema. Whether you owe that Player anything outside Athlema is between you and the Player, under your terms and applicable law.

12.4 Transfers. You may move a Player's Registration to another Program of your own Organization, and you may let Players do this themselves. You may set a transfer fee (currently from $0 to $500). Registrations cannot be transferred to another person or to another organization, including another Sub-organization. If a transfer needs extra cash, the Player pays it through the Service, and the Service Fee applies only to that cash. If the new Program costs less, the difference becomes credit by default, or is refunded if you choose that.

12.5 Deposits. Your deposit terms are part of your refund policy (Section 10). You must state them clearly before registration and must apply them as stated.

13. Subscription plans

13.1 Plans. Athlema offers organizer plans. Athlema sells plans directly to you, on Athlema's own Stripe account. Plans are billed monthly. On the date of this Agreement, the plans are:

The prices, fees and limits in this table, and on athlema.com/pricing when you accept this Agreement, are the ones in force on the date of this Agreement. We may change them only under Section 13.8 (plan prices and limits) and Section 8.7 (Service Fee), with the 30 days' notice those sections require. The pricing page never changes your price without that notice. The price that applies to a charge is the price in this table or the new price we told you about under those sections, as shown in the hub billing settings and on athlema.com/pricing. There is no free trial.

13.2 Plan limits. When you reach a limit on tournaments, entrants, events or pickup games, the Service stops you from creating more until you upgrade or a monthly period resets. Programs already running are not interrupted. On the Free plan, you cannot send more emails than the monthly allowance. Monthly allowances reset each calendar month.

13.3 Email overage. On paid plans, the Service does not stop your emails when you pass your monthly allowance. Instead, we track the extra emails. We may invoice you for them at your plan's published overage rate. We will tell you before we start charging overage, and you may reduce your sending or change plans first. Text messages (SMS) are not offered today.

13.4 Sub-organizations add-on. The Business plan includes one active Sub-organization. Each additional active Sub-organization costs $249 per month (or a negotiated price in an Order Form). A Sub-organization is active for a calendar month if it runs a real Program in that month, for example an open, in-progress or completed tournament, an active league, a pickup game that is not cancelled, or an open, in-progress or completed event. Creating a Sub-organization, or having only drafts or cancelled Programs, does not make it active. We bill the add-on monthly in arrears, based on the previous calendar month, on your regular monthly invoice.

13.5 Automatic renewal. Paid plans renew automatically every month until you cancel. When you start a paid plan, you agree that:

• your plan renews every month, with no end date, until you cancel;
• each month, we charge the plan price shown in Section 13.1 (or a new price we told you about under Section 13.8), plus any add-on, any overage we have told you about, and any applicable taxes, to the payment method on file, on the same day of the month your plan started; and
• you can cancel online at any time, as described in Section 13.6, and the cancellation takes effect at the end of the current monthly period.

You authorize these recurring charges until you cancel.

13.6 How to cancel. You can cancel online at any time, in the billing settings of the hub, which open our billing portal (provided by Stripe). You do not need to call or email us. Cancellation takes effect at the end of your current monthly period. You keep your paid plan until then. After that, your Organization moves to the Free plan. Programs already running are not interrupted, but the Free plan's limits apply to anything new. If you cancel a Business plan while Sub-organizations are running Programs, those Sub-organizations lose access to Business features at the end of the period. We will warn you about this before it happens.

13.7 Upgrades and downgrades.

• Upgrades take effect immediately. We charge a prorated amount for the rest of the current month.
• Downgrades take effect at the end of the current monthly period.
• You cannot downgrade from Business to a lower paid plan while Sub-organizations are still running Programs. If a Sub-organization becomes active before a scheduled downgrade takes effect, we may keep you on Business and tell you why.

13.8 Price changes. We may change plan prices, fees and limits. We will give you at least 30 days' notice by email to your Organization's owners and admins before a new price applies to your next renewal. If you do not want to pay the new price, you may cancel before it takes effect. If you keep your plan after it takes effect, you agree to the new price.

13.9 No refunds for partial periods. Plan fees are not refundable, and we do not give refunds or credits for partial months, unused features, or downgrades, except where the law requires.

13.10 Failed payments. If a plan payment fails, your subscription becomes past due and Stripe will try the payment again. You must update your payment method in the billing portal. If the payment is still not made after we give you notice, we may move your Organization to the Free plan, or suspend paid features, until you pay.

13.11 Taxes on plan fees. Plan prices and other fees we charge you do not include taxes. You are responsible for any sales, use, value-added or similar taxes on them, other than taxes on Athlema's income. If we are required to collect a tax from you, we will add it to your invoice, including by turning on tax calculation in our billing system.

13.12 Custom contracts. If you sign an Order Form with us (for example for a negotiated rate, custom limits, or manual invoicing), the Order Form sets those terms. Invoices under an Order Form are payable within the time it states, or within 30 days if it does not say.

14. Taxes

14.1 Taxes on your Registrations. You are the seller of your Programs. You are responsible for deciding whether any tax applies to your Registrations, and for collecting, reporting and paying it. This includes sales tax, admissions tax, amusement tax, and similar taxes. Some states and cities tax admission or participation fees for sports and recreation.

14.2 Athlema does not collect tax for you. Athlema does not calculate, collect or pay taxes on your Registrations for you, unless we agree to do so in writing. If the law ever requires Athlema to collect a tax on your Registrations (for example as a marketplace facilitator), we may do so and will tell you.

14.3 Tax on the Service Fee. If a tax applies to the Service Fee itself, Athlema is responsible for it.

14.4 Tax information. You must give Stripe accurate tax information, including a correct taxpayer identification number (for example on IRS Form W-9), when asked. Athlema, or Stripe on Athlema's behalf, may be required to file IRS Form 1099-K or other information returns with tax authorities about the payments you receive through Athlema, and to send you a copy (Section 9.6).

14.5 Your own taxes. You are responsible for your own income taxes, and for taxes and employment obligations for your staff and referees.

15. Player data and privacy

15.1 Roles. Athlema is the controller of Player account data. When a Player registers for your Program, the Player directs Athlema to share their registration information with you so you can run the Program. That information is Player Data. Once you receive Player Data, you use it as an independent controller (a "business" under California law) for your own purposes, and you are responsible for that use. Player Data received this way is not covered by the Data Processing Addendum in Exhibit A.

15.2 What you may use Player Data for. You may use Player Data only to:

• run your Programs (for example rosters, schedules, check-ins, results, safety and contacting Players about the Program);
• handle payments, refunds, Disputes, transfers and credit;
• send Players communications about your Programs and related programs, as allowed by law and Section 16; and
• meet your legal obligations.

15.3 Your obligations. You must:

1. have a lawful basis for your use and give Players any privacy notice the law requires, including a privacy notice that covers your use of Player Data and of any embeds (Section 18);
2. follow the CAN-SPAM Act and other email and marketing laws when you send messages, and honor every opt-out promptly;
3. not sell Player Data, not rent it, and not share it for cross-context behavioral advertising;
4. not use Player Data to discriminate, harass or contact people in ways they have not agreed to, and not use Athlema contact information to harass anyone;
5. not collect health data, government ID numbers, Social Security numbers or payment card numbers, and not enter data about children under 13 (Sections 4.9 and 4.10);
6. protect Player Data with reasonable security, especially when you export it from Athlema (for example to a spreadsheet);
7. delete exported Player Data when you no longer need it for the purposes above or for legal reasons;
8. respond to Players' requests about their data (for example access or deletion requests) as the law requires. Athlema handles requests about the Player's Athlema account under its Privacy Policy and may forward to you requests that concern your use;
9. tell us promptly at privacy@athlema.com if you have a security incident involving Player Data that you exported or hold; and
10. use the hub's user search only to add people to your Programs or your staff. The hub lets your staff search Athlema users by name or email, and shows each result's name, email and photo. You must not use the search to build lists of people, or to contact people who have not dealt with your Organization.

15.4 Athlema's own use. Athlema uses Player Data and your organizer account data as described in its Privacy Policy, including to provide and secure the Service, to support Players and organizers, to prevent fraud and abuse, and to meet legal duties.

15.5 Your organizer account data. We collect and use information about your Organization and your staff (for example names, emails, roles and your Organization's contact details) to provide the Service, as described in our Privacy Policy. When we act on your instructions for Organizer Data, Exhibit A applies.

15.6 Public information. Some information about your Programs is public on athlema.com and in your embeds, and may be indexed by search engines once a Program is published. This includes Program details and participation information such as the display name chosen for an entry, team names, profile photos, seeds, schedules, scores, standings, brackets and awards. Players control some of this, for example by choosing their display name for an entry. You must not publish information about Players through the Service that they have not agreed to make public, beyond what the Service shows by design.

16. Communications and email blasts

16.1 Your messages. You can send email blasts and other messages to Players in your Programs through the Service. You are the sender of those messages. You are responsible for their content and for following the law, including the CAN-SPAM Act and state laws.

16.2 Rules for messages. Your messages must:

• be about your Programs, your Organization, or related programs your Players would reasonably expect to hear about;
• identify your Organization as the sender and not be misleading;
• include a way to opt out where the law requires, and you must honor opt-outs. Players can turn off organizer announcements at athlema.com/me/notifications, but that page requires them to sign in, so also tell recipients they can opt out by replying to you or writing to you;
• include your Organization's valid postal address where the law requires it (for example in a commercial message under the CAN-SPAM Act). The Service does not add your postal address for you today, so put it in the message yourself; and
• not contain anything that breaks the Community Rules or Section 20.

16.3 Plan limits. Email blasts count toward your plan's monthly email allowance (Section 13), one email per recipient. Receipts, sign-in codes and refund notices that Athlema sends do not count. The hub shows your usage.

16.4 Our rights. We may delay, limit or block messages, or your ability to send them, if we reasonably believe they are abusive, unlawful, spam, or harmful to our email reputation or to Players. We may keep records of messages sent through the Service.

16.5 Athlema's messages. Athlema sends Players transactional and service messages about their Registrations (for example confirmations, receipts, schedule changes and refund notices). You agree that we may do so, including messages that name your Organization.

17. Your content and brand

17.1 You own your content. You keep ownership of your Organizer Content and your names, logos and trademarks.

17.2 License to Athlema. You grant Athlema a non-exclusive, worldwide, royalty-free license, which we may sublicense to our service providers as needed to run the Service, to host, store, copy, display, publish, adapt (for example format and resize), and distribute your Organizer Content and your names and logos:

• on athlema.com, in the hub, in the Athlema app, in emails and in embeds;
• so that search engines can find and show your published Programs; and
• in Athlema's directory and listings of organizers and Programs, and in Athlema's marketing that shows organizers and Programs on Athlema.

You may ask us to stop using your names and logos in Athlema's marketing (other than listings of your own Programs on the Service) by writing to hello@athlema.com. We will stop within a reasonable time, but we do not have to withdraw materials already printed or published.

This license lasts while your Organizer Content is on the Service and for a reasonable time after, for example for backups and for records we must keep. Results and records of Programs that took place may remain on the Service as part of the history of the sport.

17.3 Your promises. You promise that you have all rights needed to give this license, and that your Organizer Content does not infringe anyone's rights or break the law or this Agreement. This includes photos of people: you must have permission to post them.

17.4 Moderation. We may review, refuse, edit for format, or remove Organizer Content that we reasonably believe breaks this Agreement, the Community Rules or the law. We are not required to review content before it is posted.

17.5 Copyright complaints. We respond to copyright complaints under our Copyright Policy. If you believe content on Athlema infringes your copyright, send a notice to copyright@athlema.com.

17.6 Feedback. If you give us ideas or feedback, we may use them without any obligation to you.

18. Embeds

18.1 License. We grant you a limited, non-exclusive, non-transferable, revocable license to show Athlema's embeddable widgets on websites you own or control, using the embed keys and domain lists you set up in the hub. This license is only for showing your own Programs.

18.2 Public data in embeds. Embeds show the same public information as athlema.com, which can include Players' display names, team names, profile photos, schedules, scores, standings and brackets. You must disclose this in your own website's privacy notice where the law requires it.

18.3 Rules. You must not:

• change, hide or remove parts of a widget, including Athlema's branding or links, except through the settings we provide;
• frame or copy Athlema pages other than through the widgets we provide;
• scrape, harvest or bulk-download data from Athlema or from widgets; or
• use embeds on websites that break the law or Section 20.

18.4 Revocation. We may disable an embed key or change how embeds work at any time, for example for security reasons. You can revoke your own keys in the hub.

19. AI drafting assistant

19.1 What it does. The hub may offer optional AI tools that help you draft rulebooks and waivers and tidy the formatting of a Program description. The text you type or paste into these tools is sent to our AI provider, Anthropic, which processes it for us as our subprocessor to produce the result. A Program description often contains contact details you type (for example a contact name, email address or phone number), and those are sent too. We do not send Player records, rosters or registrations to these tools. Athlema does not store the result unless you save it.

19.2 Drafts are suggestions. Drafts may be wrong, incomplete or unsuitable for your Programs or your state. They are not legal advice. You must review and edit every draft before you use it, and you are responsible for the final text you publish, including waivers (Section 5).

19.3 Limit personal information. Do not put personal information about Players or other people into these tools, beyond the contact details you would publish in the Program description anyway.

20. Acceptable use and prohibited programs

You must not use the Service to list, sell or run, or to help with:

1. any Program or activity that is illegal where it takes place or where it is offered;
2. gambling, betting or wagering of any kind, including bets on results, and any prize pool, lottery or sweepstakes that is unlawful;
3. a Program that pays cash prizes funded by entry fees, unless we have approved it in writing first. Non-cash prizes, trophies and sponsor-funded prizes are allowed if lawful;
4. any business or product that Stripe restricts or prohibits under its restricted businesses list (opens in a new tab), unless Stripe and Athlema have approved it;
5. fake, misleading or duplicate listings, or Programs you do not intend or are not able to run as listed;
6. fraud, money laundering, payments that are not for a real Registration, or moving money for anyone other than your Organization;
7. discrimination that the law forbids, harassment, hate or threats;
8. collecting health data, Social Security numbers, government ID numbers or payment card numbers (Section 4.10), or data about children under 13 (Section 4.9);
9. sending spam or messages that break Section 16;
10. trying to get around plan limits, fees or security controls, for example by taking payments for Athlema Registrations outside Athlema to avoid the Service Fee while still using Athlema to run the Registration as paid;
11. interfering with the Service, accessing it in unauthorized ways, scraping it, or testing its security without our written permission; or
12. anything that breaks the Community Rules.

Recording genuine offline payments (Section 6.9) is allowed and is not a breach of item 10.

21. Confidentiality

21.1 What is confidential. "Confidential Information" means non-public information that one party shares with the other and that is marked confidential or that a reasonable person would understand to be confidential, such as negotiated rates, non-public product plans, security information and business data. It does not include information that is or becomes public without the receiving party's fault, that the receiving party already knew or independently developed, or that it lawfully got from someone else without a duty of confidence.

21.2 Duties. Each party will use the other's Confidential Information only to perform this Agreement, will protect it with at least reasonable care, and will share it only with its staff, advisers and service providers who need it and are bound by similar duties. A party may disclose Confidential Information if the law requires it, after giving the other party notice where the law allows.

21.3 Personal data. Personal data is governed by Section 15 and Exhibit A, not by this Section 21.

22. Suspension and termination

22.1 Ending by you. You may stop using Athlema at any time. To end this Agreement:

1. stop taking new Registrations and finish or cancel your open Programs under Section 10;
2. cancel any paid plan (Section 13.6);
3. pay any amounts you owe, including refunds, Disputes and negative balances; and
4. then ask us at support@athlema.com to close your Organization's account. You may close your Stripe Payout Account with Stripe after your obligations are met.

22.2 Ending or suspending by Athlema. We may suspend or end your access to all or part of the Service, including paid registrations and payouts, with notice, if:

• you breach this Agreement and do not fix the breach within 10 days after we tell you (or immediately if the breach cannot be fixed or is serious);
• we reasonably believe your use creates a risk of fraud, harm to Players, unusual Disputes or refunds, or legal or financial risk to Athlema, Players or Stripe;
• the law, a court, a government authority, Stripe or a card network requires it; or
• you do not pay amounts you owe.

We may also end this Agreement for convenience with 60 days' notice. If we do, we will refund the prepaid fees for the part of your current monthly period after termination.

In urgent cases (for example suspected fraud, or a risk to safety), we may suspend first and tell you as soon as we can.

22.3 Effect on live Programs. If your access is suspended or ended while Programs are open or running:

• we may stop new Registrations;
• we may tell Players about the suspension, as far as it affects them;
• you remain responsible for running your Programs or refunding Players under Section 10;
• we may refund Players on your behalf for Programs that will not run, and recover those amounts from you under Section 11.6; and
• we may hold a Reserve or delay payouts under Section 9.3 until refunds and the time for Disputes have passed.

22.4 Money after termination. After termination, you remain responsible for refunds, Disputes, negative balances, fees and other amounts relating to your Programs, including Disputes opened after termination. Our recovery rights in Section 11.6 continue.

22.5 Credit. Credit you issued remains your liability after termination (Section 12.2). Athlema will not honor it.

22.6 Your data. If you ask in writing within 30 days after termination, we will give you an export of your Organizer Data and your Program records, in a common format. After that, we may delete it as described in Exhibit A, except for records we must keep (for example payment, refund, Dispute, tax and waiver records). Player accounts belong to Players and are not deleted because your Organization leaves.

22.7 Survival. Sections that by their nature should continue after termination continue, including Sections 5.3 to 5.5, 7.2, 9.3, 9.4, 9.6, 10.4 to 10.6, 11, 12.2, 12.3, 14, 15, 17.2 (for the limited time stated), 21, 22.3 to 22.7, 23 to 26, 28 and Exhibit A until deletion is complete.

23. Warranties and disclaimers

23.1 Your promises. You promise that:

• you are validly formed (if you are an organization) and have the power to enter into this Agreement;
• the information you give us and Stripe is true, complete and current;
• you will run your Programs as listed and in line with this Agreement and the law; and
• you are not, and are not owned or controlled by, a person on a US sanctions list (Section 28.11).

23.2 Our promise. Athlema promises that it will provide the Service with reasonable skill and care, and in line with this Agreement.

23.3 Disclaimer. EXCEPT FOR THE PROMISES IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT THE LAW ALLOWS, ATHLEMA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ATHLEMA DOES NOT PROMISE THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL BRING YOU PLAYERS OR REVENUE, OR THAT PAYMENTS, PAYOUTS OR STRIPE'S SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME. ATHLEMA IS NOT RESPONSIBLE FOR THE CONDUCT OF PLAYERS, YOUR STAFF, REFEREES, VENUES, OR ANY THIRD PARTY, OR FOR WHAT HAPPENS AT ANY PROGRAM.

23.4 Third-party services. The Service relies on third-party services, such as Stripe, email providers, maps and hosting. Athlema is not responsible for those services, and your Payout Account is governed by the Stripe Agreement. Section 6.2 explains how we help you with Stripe.

24. Indemnification

24.1 Your indemnity. You will defend Athlema, its affiliates, and their officers, directors, employees and agents (the "Athlema Parties") against any claim, demand, suit, investigation or proceeding by a third party (including a Player, a guardian, a referee, a venue, a government authority, Stripe or a card network), and you will pay all damages, fines, penalties, settlements, costs and reasonable lawyers' fees that result, to the extent it arises from or relates to:

1. your Programs, including anything that happens at or on the way to or from them, and any injury, illness, death or damage to property;
2. your venues, equipment and facilities;
3. your staff, volunteers, referees and officials, including their pay and employment status;
4. your waivers, including their content, their enforceability, and your failure to use or keep them;
5. refunds, credits, transfers, deposits and Disputes relating to your Programs, and your refund policy;
6. taxes on your Registrations or your business;
7. your use of Player Data or Organizer Data, including any misuse, unlawful communication or security incident on your side;
8. your Organizer Content, including claims that it infringes someone's rights;
9. your breach of this Agreement or of the law; or
10. any dispute between you and a Player, a guardian, or anyone involved in your Programs.

This indemnity does not apply to the extent a claim is caused by an Athlema Party's own breach of this Agreement, gross negligence or willful misconduct.

24.2 Athlema's indemnity. Athlema will defend you against any claim by a third party that the Service itself (not including your Organizer Content, Player content or third-party services) infringes a United States patent, copyright or trademark, or misappropriates a trade secret, and will pay the damages, settlements, costs and reasonable lawyers' fees that result. Athlema has no obligation for a claim to the extent it arises from:

• your Organizer Content or other content or data you provide;
• a change to the Service made by anyone other than Athlema;
• combining the Service with anything Athlema did not provide, where the claim would not exist without the combination;
• use of the Service in breach of this Agreement; or
• use of a version of the Service after Athlema made a non-infringing version available to you.

If the Service is, or Athlema believes it may be, subject to such a claim, Athlema may, at its choice and cost: (a) get you the right to keep using it; (b) change it so it does not infringe; or (c) if neither is reasonably possible, end your access to the affected part and refund any prepaid plan fees for the unused part of the current monthly period. This Section 24.2 is your only remedy for third-party infringement claims about the Service.

24.3 Process. The party asking for defense must: tell the other party promptly in writing about the claim (a delay only reduces the other party's duty to the extent the delay harms it); let the other party control the defense and settlement; and give reasonable help, at the other party's cost. The defending party may not settle a claim in a way that admits fault by, or imposes a non-monetary duty on, the other party without that party's consent, which it will not unreasonably withhold. The other party may join the defense with its own lawyers at its own cost.

25. Limitation of liability

25.1 No indirect damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL OR LOST DATA, EVEN IF IT WAS TOLD THEY WERE POSSIBLE.

25.2 Cap. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICE IS LIMITED TO THE TOTAL FEES THAT YOU PAID TO ATHLEMA, AND THE SERVICE FEES THAT ATHLEMA KEPT ON YOUR REGISTRATIONS, IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

25.3 Exceptions. Sections 25.1 and 25.2 do not limit:

1. either party's obligations to pay or repay amounts under Sections 9 to 13, including plan fees, refunds, Disputes, dispute fees, negative balances, fines, amounts Athlema may recover under Section 11.6, and amounts Athlema must bear or return under Sections 10.5, 11.3, 11.4 and 11.11;
2. either party's obligations under Section 24 (Indemnification);
3. your liability for breach of Section 15 (Player data and privacy), for collecting data that Section 4.9, 4.10 or 20 forbids, or for other misuse of personal data;
4. either party's liability for breach of Section 21 (Confidentiality), other than a breach involving personal data, which is covered by item 3 for you and by Section 25.2 for Athlema;
5. either party's liability for gross negligence, willful misconduct or fraud; or
6. any liability that the law does not allow to be limited.

25.4 Basis of the bargain. The fees and the allocation of risk in this Agreement reflect these limits. They apply even if a remedy fails of its essential purpose.

26. Governing law and disputes

26.1 Governing law. The laws of the State of Delaware govern this Agreement and any dispute arising out of or relating to it, without regard to conflict-of-laws rules.

26.2 Courts. Any dispute arising out of or relating to this Agreement or the Service between you and Athlema must be brought exclusively in the state or federal courts located in Delaware. Each party agrees to the personal jurisdiction of, and venue in, those courts. This Agreement does not include an arbitration agreement. The arbitration terms in the Terms of Service do not apply to disputes between your Organization and Athlema under this Agreement.

26.3 Talk first. Before starting a lawsuit, the party with the complaint should send a written notice describing it to the other party (to Athlema at legal@athlema.com), and the parties should try in good faith to resolve it within 30 days. This does not stop either party from seeking urgent relief.

26.4 Injunctive relief. Either party may seek an injunction or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information or data, or to stop a breach that would cause irreparable harm.

26.5 Jury waiver. TO THE EXTENT THE LAW ALLOWS, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

27. Changes to this Agreement

27.1 How we change it. We may change this Agreement from time to time. The "Last updated" date at the top shows when it last changed.

27.2 Notice of material changes. For a material change, including any change to fees or payment terms that affects you, we will give you at least 30 days' notice before it takes effect, by email to your Organization's owners and admins. We may also show the notice in the hub. We may make changes required by law, or changes for new features or services, with shorter notice or immediately.

27.3 Accepting changes. Each new version of this Agreement must be accepted by an authorized person in the hub before your Organization can start or continue Stripe payout onboarding or start a paid plan (Section 1.2). If you continue to use organizer features after a change takes effect, you accept the change. If you do not agree to a change, you must stop using organizer features and may cancel your plan under Section 13.6 before it takes effect.

27.4 Pending disputes. A change never applies to a dispute between you and Athlema that one party had already notified to the other before the change took effect.

27.5 Order Forms. A change does not override a specific term in a signed Order Form during its term, unless the law requires it or both parties agree.

28. General

28.1 Assignment. You may not assign or transfer this Agreement, or your rights or duties under it, without our written consent. Athlema may assign this Agreement, without your consent, to an affiliate or to a successor in a merger, acquisition, reorganization, or sale of all or most of its assets or the business that this Agreement relates to. Any other attempted assignment is void.

28.2 Subcontractors. Athlema may use subcontractors and service providers to provide the Service. Athlema remains responsible for its obligations under this Agreement. Exhibit A sets out additional rules for subprocessors of Organizer Data.

28.3 Independent parties. You and Athlema are independent contractors. Except for the limited payment collection agency in Section 7, this Agreement does not create a partnership, joint venture, employment, franchise or agency relationship. Neither party may bind the other.

28.4 Notices.

• To Athlema: by email to legal@athlema.com. Email is enough for every notice under this Agreement, including notices of breach, termination or legal claims. Once we publish a mailing address, you may also send a copy by mail to Athlema, Inc., Attn: Legal (mailing address available on request at legal@athlema.com), but you do not have to.
• To you: by email to the owners and admins of your Organization listed in the hub. We may also show notices in the hub or mail them to the address of your Organization in the hub. A notice that starts a time limit under this Agreement (for example a request for Dispute evidence, a notice of breach, or a notice of a recovery) is always sent by email to those owners and admins.

Email notices are received when sent to the addresses above, unless the sender receives a delivery failure message. Mailed notices are received three business days after mailing. Keep the owners and admins listed in the hub up to date. Operational messages (for example about a Dispute or a payout) may also be sent to the staff who manage finances.

28.5 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, extreme weather, epidemics, war, terrorism, riots, government action, labor disputes, internet or utility failures, or failures of Stripe, banks or card networks. This does not excuse your duties to refund Players or to pay amounts you owe.

28.6 Entire agreement. This Agreement, together with the documents it refers to and any Order Form, is the entire agreement between you and Athlema about its subject. It replaces all earlier agreements and discussions about that subject. Terms on your purchase orders or other documents do not apply, even if we accept or sign them.

28.7 Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the maximum extent allowed and the rest of the Agreement stays in effect.

28.8 No waiver. If a party does not enforce a right, it does not give up that right.

28.9 Survival. Section 22.7 lists the sections that continue after this Agreement ends.

28.10 Electronic acceptance and counterparts. This Agreement may be accepted electronically in the hub, and an Order Form may be signed electronically and in counterparts. Each is as valid as a signed paper original.

28.11 Export and sanctions. You must follow US export control and sanctions laws. You promise that neither you nor any of your owners, officers or staff who use the Service is on a US government list of prohibited or restricted parties, or located in a country or region subject to comprehensive US sanctions. You must not use the Service for anyone in those places or on those lists.

28.12 No third-party beneficiaries. This Agreement is for the benefit of you and Athlema only. Nothing in it gives rights to Players or any other third party, except that (a) the Athlema Parties may enforce Section 24, and (b) a Player may rely on and enforce Section 7.2 (payment to Athlema is payment to you) against you.

28.13 Interpretation. Headings and the "Key terms at a glance" table are for convenience and do not change the meaning of this Agreement. "Including" means "including without limitation." This Agreement is written in English, and the English version controls.

28.14 Questions. For questions about this Agreement, write to legal@athlema.com. For help with the Service, write to support@athlema.com.

Exhibit A — Data Processing Addendum

This Data Processing Addendum (the "DPA") is part of the Agreement. It applies when Athlema processes Organizer Data for you. If this DPA and the rest of the Agreement conflict about Organizer Data, this DPA wins.

A1. Scope and roles

A1.1 Organizer Data. For Organizer Data, you are the controller (a "business" under California law), and Athlema is your processor (a "service provider" under California law). Organizer Data means personal information that you or your staff put into the Service yourselves, including:

• contacts you import from a file (for example CSV) or add by hand to your contact book;
• notes and custom fields you add about people;
• the content of your email blasts and the lists of people you send them to; and
• the staff lists you keep in the hub (who is on your team, and their roles), but not your staff members' own Athlema accounts, which Athlema controls (A1.2).

A1.2 What is not Organizer Data. This DPA does not apply to:

• Player Data that Athlema shares with you at the Player's direction when the Player registers for your Program. Athlema and you are each independent controllers of that data (Section 15 of the Agreement);
• Players' Athlema accounts, profiles, Player Cards, chat, and their history across organizers, which Athlema controls; or
• your staff members' own Athlema accounts, which Athlema controls under its Privacy Policy.

A1.3 Details of processing.

A2. Your instructions

A2.1 Instructions. Athlema will process Organizer Data only on your documented instructions. The Agreement, this DPA, and your use and settings of the Service (for example importing contacts or sending a blast) are your complete instructions. Additional instructions need Athlema's written agreement.

A2.2 Exceptions. Athlema may process Organizer Data otherwise only where the law requires it. In that case, Athlema will tell you before processing, unless the law forbids it.

A2.3 Unlawful instructions. Athlema will tell you if it believes an instruction breaks applicable data protection law. Athlema may refuse to follow that instruction.

A2.4 Your duties. You are responsible for the lawfulness of Organizer Data and your instructions, including having a lawful basis and giving any required notices for the data you put into the Service.

A3. Confidentiality of personnel

Athlema will make sure that its staff and contractors who can access Organizer Data are bound by duties of confidentiality, and that access is limited to people who need it to provide, support or secure the Service.

A4. Security

Athlema will use reasonable technical and organizational measures to protect Organizer Data. Today these include:

• encryption in transit (TLS) on connections to and between our systems;
• access controls through a central permission service, so people see only the organizations and data their roles allow;
• Athlema staff access limited by role;
• passwords handled by our authentication provider, never stored by Athlema in plain text;
• payment card data handled by Stripe, which is certified to PCI DSS (Athlema never receives full card numbers);
• audit logs of sensitive actions, with an encrypted audit archive; and
• error reporting that is configured not to collect personal information by default and to remove typed search text, location coordinates and secret tokens.

Athlema may update these measures, but will not materially reduce the overall protection of Organizer Data.

A5. Subprocessors

A5.1 Authorization. You authorize Athlema to use subprocessors to process Organizer Data. The current list is at /legal/subprocessors. Companies that receive information under their own terms and decide for themselves how to use it (for example Stripe for payments, and Apple and Google for sign-in) are not subprocessors; the subprocessors page lists them separately.

A5.2 Subprocessor duties. Athlema will have a written contract with each subprocessor with data protection duties that are at least as protective as this DPA, to the extent they apply to the service the subprocessor provides. Athlema remains responsible for its subprocessors' performance.

A5.3 New subprocessors. At least 30 days before a new subprocessor starts processing Organizer Data, Athlema will update the subprocessors page and email your Organization's owners and admins. In an emergency (for example when we must replace a provider quickly to keep the Service running or secure), we may add a subprocessor sooner; we will then update the page and email your owners and admins as soon as we can, and your objection right in Section A5.4 still applies, counted from that email.

A5.4 Objection. You may object to a new subprocessor on reasonable data protection grounds by writing to privacy@athlema.com within 30 days after our email about it. The parties will discuss the objection in good faith. If Athlema cannot reasonably avoid using the new subprocessor for your Organizer Data, you may end the affected part of the Service (or the Agreement, if the affected part cannot be separated) by written notice. Athlema will refund any prepaid plan fees for the unused part of the current monthly period.

A6. Help with individuals' requests

Taking into account the nature of the processing, Athlema will give you reasonable help to respond to requests from individuals to exercise their rights about Organizer Data (for example access, correction or deletion). Most requests can be handled by you directly in the hub, for example by editing or deleting a contact. If Athlema receives a request that is clearly about your Organizer Data, it will forward it to you and will not answer it itself, except to tell the person to contact you, unless the law requires otherwise.

A7. Personal data breaches

A7.1 Notice. Athlema will notify you without undue delay, and in any case within 72 hours after Athlema confirms a security breach that leads to the accidental or unlawful destruction, loss, change, unauthorized disclosure of, or access to, your Organizer Data (a "Breach").

A7.2 Information. Athlema will tell you what it knows about the Breach, including its nature, the data and people affected where known, the likely consequences, and the steps Athlema is taking. Athlema will update you as it learns more.

A7.3 No admission. Athlema's notice of a Breach is not an admission of fault or liability.

A7.4 Your notices. You are responsible for any notices to individuals or authorities that the law requires of the controller. Athlema will give you reasonable help with them.

A8. Help with assessments

Athlema will give you reasonable information, at your request, that you need to complete a data protection assessment about the Service, to the extent you do not otherwise have it.

A9. Return and deletion

A9.1 Export. During the Agreement, you can edit or delete contacts in the hub, and you can ask us for an export of your Organizer Data at support@athlema.com. If you ask in writing within 30 days after the Agreement ends, Athlema will give you an export of your Organizer Data in a common format.

A9.2 Deletion. Athlema will delete Organizer Data within 90 days after the end of that 30-day period, except:

• copies kept in backups, if any, until they are overwritten or deleted in the normal course; and
• data that Athlema must keep by law or for legal claims (for example records relating to payments, Disputes or waivers).

Athlema will keep any retained data confidential and will process it only for the purpose for which it is retained.

A10. Audits

Once a year, you may send Athlema a reasonable written security and privacy questionnaire, and Athlema will answer it in good faith within a reasonable time. You may also ask for more information after a Breach or if a regulator requires it. Athlema's answers are its Confidential Information. Athlema does not agree to on-site audits unless the law requires them.

Where a law requires it, Athlema will, at its choice, either allow a reasonable assessment of its handling of Organizer Data by you or an independent assessor you designate (remote, once a year, on 30 days' notice, under confidentiality, at your cost), or give you a report of an assessment carried out by a qualified independent assessor using a recognized standard.

A11. California and other US state privacy law terms

For Organizer Data, Athlema:

1. will not sell or share it (as those terms are defined in the California Consumer Privacy Act and similar laws);
2. will not keep, use or disclose it for any purpose other than the business purposes in this DPA, including any commercial purpose, or outside the direct business relationship between you and Athlema, except as the law permits a service provider to do;
3. will not combine it with personal information Athlema receives from other sources or collects from its own interactions with the person, except as the law permits a service provider to do (for example to detect security incidents or prevent fraud);
4. will comply with applicable obligations under those laws and give the same level of privacy protection the law requires of you;
5. will tell you if it decides it can no longer meet its obligations under those laws; and
6. allows you to take reasonable and appropriate steps to stop and remediate unauthorized use of Organizer Data, including through Section A10.

Athlema certifies that it understands and will comply with these restrictions.

A12. Location of processing and international transfers

Athlema stores and processes Organizer Data in the United States. Some subprocessors operate globally, as shown on the subprocessors page. Athlema does not market the Service in the European Union or the United Kingdom. If you tell Athlema that the law requires additional transfer terms for your Organizer Data (for example the European Commission's Standard Contractual Clauses), Athlema will discuss in good faith putting them in place on request.

A13. Liability

Each party's liability under this DPA is subject to Section 25 of the Agreement.

Exhibit B — How the platform handles money (summary)

This table is a plain-language summary of the money rules in the Agreement. The numbered sections control. In the examples, the entry is $100.00 on the Free or Starter plan, so the Service Fee is $8.35 and the Player pays $108.35 by card.