Payment Services Agreement

PAYMENT SERVICES AGREEMENT

This Payment Services Agreement, and the agreements, policies, and documents incorporated herein, (this “Agreement”), is entered into by and between Golf Planner Pro, LLC dba Perfect Golf Event, a Florida limited liability company whose address is 9889 Gate Parkway N, Suite 301, Jacksonville, Florida 32246 (“PGE,” “we,” or “our”) and the entity or individual who enters into this Agreement (“Event Organizer” or “you”). This Agreement sets out the terms and conditions under which you may utilize the Payment Services.

This Agreement becomes a legally binding contract and is effective as of the earliest date you do any of the following (the “Effective Date”): 1) Create an Account on the Perfect Golf Event website; 2) Accept this Agreement online; or 3) begin using the Payment Services. This Agreement, as it may be amended from time to time, will be available on the Perfect Golf Event website. In addition to the terms of this Agreement, you agree to be bound by the terms and conditions of the use of our Service and to the terms of our Privacy Policy, which are incorporated herein by this reference.

ARTICLE I — Payment Services

1.01 “Payment Service(s)” refers tothe payment processing services offered by PGE which provide Event Organizers with the ability to accept credit cards, debit cards, and other payment methods on their website or mobile application. These services include Gateway Services, payment card storage, customer support, and other software, services and technology as described on the PGE website.

1.02 “Gateway Services” are the gateway services offered by PGE which provide Event Organizers with the software and connectivity required to allow real-time secure data transmission for processing of credit card, debit card and certain other available payment method payments on a website or mobile application. The Gateway Services include those additional products and services provided by PGE, including but not limited to ACH Services (“PGE Products and Services”). In addition, the Gateway Services include certain payment technology services provided by third parties that are used to facilitate your processing of credit and debit card payments (“Payment Technology Services”). You acknowledge and agree that the Payment Technology Services are provided solely by the relevant third party (and not PGE) as set forth in the applicable Payment Technology Services terms, and that PGE will under no circumstances be responsible or liable for any damages, losses or costs whatsoever suffered or incurred by you resulting from any Payment Technology Services.

ARTICLE II — Fees, Payouts, Taxes and Account Activity

2.01 Fees

In exchange for us providing you with the  Payment Services, you agree to pay us the Processing Fee. The Processing Fee is 3.9% of each Transaction amount. We reserve the right to revise the Processing Fee at any time, subject to a thirty (30) day notice period to you prior to the new fees taking effect.

2.02 Payment of Processing Fee, Payouts, Right to Set-off

Subject to the terms of this Agreement and of the Terms and Conditions of the Service, and the direction of the Authorized User, PGE will remit to your Bank Account, as duly nominated by you, all amounts due to you from your Transactions, minus the Processing Fees, Purchases, Reversals, Invalidated Payments, Chargebacks, Refunds, setoffs, recoupments or other amounts that you owe to PGE under this Agreement. You authorize us (any related notice and demand are hereby expressly waived) to set-off, recoup and to appropriate and to apply any and all balances or funds or other amounts we may owe you against and on account of your obligations, whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. If the Payout is not sufficient to cover the amounts due, without limiting our other rights and remedies (all of which are cumulative), you agree to reimburse PGE for the applicable amounts, and/or recoup or set-off the applicable amounts against future Payouts. Upon PGE’s request, you agree to provide PGE with all necessary Bank Account routing and related information and grant PGE permission to debit amounts due from your Bank Account (“Debit Authorization”). In the event that Event Organizer does not grant PGE Debit Authorization, Event Organizer shall pay PGE an additional sum equal to 5% of the amount intending to be debited, but not to exceed one thousand ($1,000) dollars, for each failed debit attempt. The parties agree that the damages that would be incurred by PGE resulting from your failure to grant PGE Debit Authorization are difficult to calculate, and the fee described above is intended as a reasonable approximation of such damages and not as a penalty.

You represent and warrant to PGE that each transaction that you process using the Payment Services is solely in payment for your provision of bona fide goods or services (including charitable services) to your Event Registrants. To the extent any Transaction funds are received by PGE from your Event Registrants, you hereby designate PGE, and PGE hereby agrees to serve, as your limited agent for the sole purpose of receiving such payments on your behalf from your Event Registrants. You agree that upon PGE receiving payment from a Event Registrant: (a) you shall be deemed to have received payment from such Event Registrant; (b) such Event Registrant’s obligation to you in connection with such payment shall be satisfied in full; (c) any claim you have for such payment against Event Registrant shall be extinguished and (d) you are obligated to deliver the applicable goods or services to the Event Registrant, in each case regardless of whether or when PGE remits such payment to you. Any receipt provided to the Event Registrant shall be binding on you and shall satisfy all applicable regulatory requirements. This paragraph states the entirety of PGE’s duties as your agent for receipt of payment, and no other duties shall be implied by PGE’s undertaking to act in that capacity. This paragraph does not limit in any way PGE’s rights against you or any funds held by PGE, including any right of set-off or security interest in such funds.

2.03 Taxes

Event Organizer shall pay, indemnify, and hold PGE harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on PGE’s income, and (ii) all government permit fees, customs fees and similar fees which PGE may incur with respect to this Agreement. Such taxes, fees and duties paid by Event Organizer shall not be considered a part of, a deduction from, or an offset against, payments due to PGE hereunder.

2.04 Account Activity

Event Organizer shall report any discrepancy relating to Transactions, Payouts, fees and amounts owed by Event Organizer to PGE under this Agreement through its Account and in writing. Event Organizer shall notify PGE of any such discrepancy within ninety (90) days of the date such data is made available to Event Organizer through its Account. Following the expiration of this period, all activity on Event Organizer’s Account shall be deemed as accepted and agreed by Event Organizer and PGE shall have no obligation to correct any errors or discrepancies identified after such period.

ARTICLE III — Restricted Activities, Representations and Warranties, American Express Card Acceptance

3.01 Restricted activities

In connection with your use of the Payment Services, you must comply with the Terms and Conditions of the Service.

You agree that you will not:

(a) Breach this Agreement, or any other agreement that you have entered into with us in connection with the Payment Services;

(b) Violate any federal, state, or local laws, rules, or regulations applicable to your business;

(c) Violate any rule, guideline, or bylaw of any of the Networks (the “Network Rules”), as they may be amended by the Networks from time to time.

(d) Fail to provide us with any information that we reasonably request, in connection with this Agreement or your use of the Payment Services, about you or your business activities, or provide us with false, inaccurate or misleading information;

(e) Refuse to cooperate in a legal investigation or audit that may be required by the Networks in connection with this Agreement or your use of the Payment Services;

(f) Integrate or use any of the Payment Services without complying with our requirements;

(g) Utilize recurring billing or card on file functionality without properly complying with Network Rules, applicable law (including but not limited to the Electronic Funds Transfer Act (Reg E)), including obtaining your Event Registrant’s consent to be billed in such a manner, obtaining your Event Registrant’s consent to store their card on file for future or recurring transactions and making available a mechanism for your Event Registrant to delete their card on file;

(h) Submit any Transaction for processing through the Payment Services which does not represent a bona fide, permissible Transaction as outlined in this Agreement and in the Network Rules, or which inaccurately describes the product or services being sold or the charitable donations being made;

(i) Process Transactions or receive payments on behalf of any other party, or redirect payments to any other party;

(j) Bill or collect from any cardholder for any purchase or payment on the card unless you have the right to do so under the Network Rules; or

(k) Engage in any Transaction using a “Peer to Peer Payment Service,” such as Venmo, Zelle, Cash App, or Paypal in lieu of or in addition to our Payment Services.

3.02 Representations and Warranties by Event Organizer

Event Organizer has the full power and authority to execute, deliver and perform this Agreement. This Agreement is binding and enforceable against Event Organizer and no provision requiring Event Organizer’s performance is in conflict with its obligations under any agreement to which Event Organizer is a party.

Event Organizer is duly organized, authorized and in good standing under the laws of the state, region or country of its organization and is duly authorized to do business in all other states, regions or countries/regions in which Event Organizer’s business operates.

ARTICLE IV — Liability for Invalidated Payments and other Liabilities

4.01 You are liable for all claims, expenses, fines and liability PGE incurs arising out of:

(a) a Chargeback, Refund, over-payment, payment error, or other invalid payment (each, an “Invalidated Payment”);

(b) any error, negligence, misconduct or fraud by you, your employees, or someone acting on your behalf; and

(c) any losses resulting from your failure to comply with the terms of this Agreement, or your usage of the Payment Services.

ARTICLE V — Actions We May Take

5.01 Actions by PGE

If we believe that your Transactions pose an unacceptable level of risk, that you have breached the terms of this Agreement, or that your Account has been compromised, we may take various actions to avoid liability. The actions we may take include, but are not limited to, suspending or limiting your ability to use the Payment Services, refusing to process any Transaction, reversing a Transaction, holding your Payouts, and contacting your Event Registrants to verify Transactions and reduce potential fraud and disputes. If possible, we will provide you with advance notice of our actions and resolution steps. However, advance notice will not be provided if there is an immediate need to take actions such as a security threat, potential fraud, or illegal activity.

5.02 Reserves

PGE, in its sole discretion, may place a Reserve on a portion of your Payouts in the event that we believe that there is a high level of risk associated with your business, your PGE Account or your Transactions. If we place a reserve on your Payouts, we will provide you with notice specifying the terms of the Reserve. The terms may require that a certain percentage of your Payouts are held for a certain period of time, that a fixed amount of your Payouts are withheld from payout to you, or such other restrictions that PGE determines in its sole discretion. PGE may change the terms of the Reserve at any time by providing you with notice of the new terms.

PGE may hold a Reserve as long as it deems necessary, in its sole discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Bank Account available for any open settlements, Chargebacks and other adjustments.

5.03 Security Interest

As security for the payment and performance of all of your now existing or hereinafter arising or incurred obligations under this Agreement or any other obligation to PGE, you grant to PGE a lien on, and security interest in and to, all your now existing or hereafter arising right, title and/or interest in, to or under this Agreement, the Reserve, all funds held in Reserve, all Reserves at any time established in accordance with this Agreement, and all proceeds of any of the foregoing. Event Organizer agrees to duly execute and deliver to PGE such instruments and documents as may be required to perfect and otherwise give effect to the lien and security interest granted to PGE under this Agreement.

ARTICLE VI — Account Security, Data, Intellectual Property and Publicity

6.01 Security of your access

You agree to:

(a) Not allow anyone except for the Authorized User to have or use your password details and to comply with all reasonable instructions we may issue regarding Account access and security. In the event you share your password details, PGE will not be liable to you for losses or damages caused by such sharing;

(b) Keep your personal details up to date. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us; and

(c) Take all reasonable steps to protect the security of the personal electronic device through which you access the Payment Services (including, without limitation, using PIN and/or password protected personally configured device functionality to access the Payment Services and not sharing your device with other people).

6.02 Data Security Compliance

Event Organizer agrees to comply with applicable data privacy and security requirements under the Payment Card Industry Data Security Standard (“Network PCI DSS Requirements”) and any applicable Network data security requirements (including those made available by Visa, MasterCard, American Express, Discover and for Star, Nyce, Pulse, and Accel upon request, each as updated from time to time) with regards to Event Organizer’s use, access, and storage of certain credit card non-public personal information (“Event Registrant Data”). Additionally, Event Organizer agrees to comply with its obligations under any applicable law or regulation as may be in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of cardholder information. You must report any Event Registrant Data breach or incident to PGE and/or the Networks immediately after discovery of the incident. You also agree to ensure data quality and that any Event Registrant Data is processed promptly, accurately and completely, and complies with the Networks’ technical specifications.

PGE acknowledges that it is responsible for the security of cardholder data it possesses or otherwise stores, processes or transmits on behalf of the Event Organizer, or to the extent that PGE could impact the security of the cardholder data environment.

6.03 Intellectual Property

Other than the express licenses granted by this Agreement, PGE grants no right or license by implication, estoppel or otherwise to the Payment Service or any Intellectual Property Rights of PGE. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of PGE, in the Payment Service) and all Intellectual Property Rights therein, subject only to the rights and licenses specifically granted herein.

6.04 Publicity

Event Organizer hereby grants PGE permission to use Event Organizer’s name and logo in its marketing materials including, but not limited to use on the Service website, in customer listings, in interviews and in press releases.

6.05 Confidential Information

The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Payment Services and the know-how, technology, techniques, or business or marketing plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

ARTICLE VII – Indemnification, Limitation of Liability, Disclaimer of Warranties

7.01 Indemnification

 Event Organizer agrees to indemnify, defend, and hold harmless PGE, its parent, affiliates, officers, directors, agents, employees and suppliers from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of (i) your breach of this Agreement or any other agreement you enter into with PGE or its suppliers in relation to your use of the Payment Services; (ii) your use of the Payment Services; (iii) your acts or omissions; and/or (iv) your violation of any applicable law, regulation, or Network Rules and requirements.

7.02 LIMITATION OF LIABILITY

PGE SHALL NOT BE LIABLE TO YOU OR A THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PAYMENT SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF PGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL PGE’S TOTAL AGGREGATE LIABILITY TO  EVENT ORGANIZER OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE DIRECT DAMAGES SUFFERED BY SUCH PARTY IN AN AMOUNT EQUAL TO THE AMOUNTS PAID OR PAYABLE BY EVENT ORGANIZER TO PGE UNDER THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.

7.03 DISCLAIMER OF WARRANTIES

THE PAYMENT SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. PGE DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO EVENT ORGANIZER AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PGE OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF PGE’S OBLIGATIONS.

The parties acknowledge that the Payment Service is a computer network-based service which may be subject to outages and delay occurrences. As such, PGE does not guarantee continuous or uninterrupted access to the Payment Services. Event Organizer further acknowledges that access to the website or to the Payment Services may be restricted for maintenance. PGE will make reasonable efforts to ensure that Transactions are processed in a timely manner; however, PGE will not be liable for any interruption, outage, or failure to provide the Payment Services.

7.04 Attorneys’ Fees; Insolvency and Other Proceedings

If it becomes necessary for PGE to use legal counsel to enforce or prevent a breach of this Agreement or your obligations, whether or not suit is filed, you will immediately reimburse us for reasonably incurred attorney fees and other costs and expenses. You will also immediately reimburse us for all reasonable attorney’s fees and costs incurred in connection with the representation of PGE in any bankruptcy, insolvency, reorganization, or other debtor-relief or similar proceeding of or relating to (a) Event Organizer, (b) any person liable (by way of guaranty, assumption, endorsement, or otherwise) on any of the obligations under this Agreement, (c) this Agreement, or (d) any property that secures any of your obligations under this Agreement.

ARTICLE VIII – Term and Termination; Dormancy

8.01 Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue on until terminated as set forth herein. You may terminate this Agreement, without cause, by providing PGE with notice of your intent to terminate, or by ceasing to use the Payment Services.

PGE may terminate this Agreement or suspend services to you if any of the following occurs: (1) we are required by the Networks, the Acquirer, or an order from a regulatory body to cease providing services to you; (2) we believe that you have breached this Agreement, or are likely to do so; (3) if we determine that your use of the Payment Services carries an unacceptable amount of risk, including credit or fraud risk; or (4) any legal, reputational, or other reason exists, in PGE’s sole discretion. In the event that PGE must terminate this Agreement, PGE shall provide you with written notice as soon as reasonably practicable.

After termination by either party as described above, Event Organizer shall no longer have access to, and shall cease all use of the Payment Services and Event Organizer’s Account. Any termination of this Agreement does not relieve Event Organizer of any obligations to pay any fees, costs, penalties, Chargebacks or any other amounts owed by you to us as provided under this Agreement, whether accrued prior to or after termination.

8.02 Dormancy

If there is no processing activity through your Account(s) for a period of twelve (12) months or longer, PGE may close such inactive Account(s) and terminate the Payment Services upon written notice. If required by applicable law, PGE will escheat (send) any outstanding funds to your state of residency. If you would like to claim any escheated funds from the applicable state, please contact the applicable state’s unclaimed property administrator. You will remain liable for all outstanding obligations under this Agreement related to your Account(s) prior to closure.

ARTICLE IX – General Provisions

9.01 Independent Contractors

The relationship of PGE and Event Organizer is that of independent contractors. Neither Event Organizer nor any of its employees, consultants, contractors or agents are agents, employees, partners or joint venturers of PGE, nor do they have any authority to bind PGE by contract or otherwise to any obligation. No such parties will represent anything to the contrary, either expressly, implicitly, by appearance or otherwise.

9.02 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.

9.03 Waiver

No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

9.04 Assignment

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Event Organizer may not assign this Agreement without the written consent of PGE. PGE may assign this Agreement in its sole discretion without the written consent of Event Organizer.

9.05 Amendment

PGE may revise this Agreement and any of the other terms, agreements, or policies from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will provide notice of such changes. By continuing to use the services after any changes to this Agreement or any of the other applicable terms, agreements, or policies, you agree to abide and be bound by those changes.

9.06 Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.

9.07 Survival

Article II (Fees and Tax), Article IV (Liability for Chargebacks, Invalidated Payments and other Liabilities), Article V (Actions We May Take), Section 6.05 (Confidential Information), Article VII (Indemnification, Limitation of Liability, Disclaimer of Warranties), Article VIII (Term and Termination), IX (General Provisions), Exhibit “A” (Definitions), as well as any other terms which by their nature should survive, will survive the termination of this Agreement.

9.08 Communication; Recording Calls; and Availability of Contractual Documents

You consent to receive autodialed or prerecorded calls and text messages from PGE at any telephone number that you have provided us or that we have otherwise obtained to (i) notify you regarding your Account; (ii) collect a debt; (iii) resolve a dispute; (iv) contact you about exclusive offers; or (v) as otherwise necessary to service your Account or enforce the Agreement. Standard telephone minute and text charges may apply.

We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.

PGE may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with PGE or its agents for quality control and training purposes or for its own protection.

If you have a question or complaint relating to the Payment Services or your Transactions, please contact the customer support on the Service website. The general terms and conditions for the Payment Services will be available at all on the Service website, and/or be made available during signup process as an electronic copy per e-mail. You may request at any time free of charge electronic copy of your contractual documents.

9.09 Notices, Contracting Entity, Governing Law, and Jurisdiction

(a) Contracting Entity. “Golf Planner Pro, LLC dba Perfect Golf Event,” “PGE,” “we,” and “our” in this Agreement refer to Golf Planner Pro, LLC, a Florida limited liability company whose address is 9889 Gate Parkway N, Ste 301 Jacksonville, Florida 32246.

(b) Notice to Event Organizer. Event Organizer agrees that PGE may provide notices and disclosures to Event Organizer by posting them on PGE’s website, emailing them to Event Organizer, or sending them to Event Organizer through postal mail. Notices sent to Event Organizer by postal mail are considered received by Event Organizer within three (3) Business Days of the date PGE sends the notice unless it is returned to PGE. Disclosures and notices posted on PGE’s website or emailed to you shall be considered received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered. Furthermore, you understand and agree that if PGE sends you an email but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, PGE will be deemed to have provided the communication to you. In addition, you consent to receive emails, including, but not limited to, those relating to product updates, new features and offers and Event Organizer. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy.

(d) Choice of Law and Jurisdiction. The laws of the State of Florida, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between the parties, except as otherwise stated in this Agreement.

(e) Venue. All disputes arising under this Agreement shall be adjudicated in such state circuit courts as shall have jurisdiction over Jacksonville, Florida.

EXHIBIT A

Definitions

“Transaction” means the payment of funds between you and an Event Registrant related to the sale of goods and/or services, or charitable donations.

“Account” shall have the meaning set forth in the Terms and Conditions accompanying this Agreement and encompassing the user interface for the Payment Services.

“Acquirer” means the financial institution that provides credit card processing services to PGE.

“Agreement” means this Payment Services Agreement, including all exhibits and other agreements and documents incorporated herein.

“Authorized User” means the individual authorized to direct the disbursal of Payouts on your behalf.

“Bank Account” means the bank account that you specify to receive your Payouts.

“Business Day” means a day where banks are generally open in the United States.

“Chargeback” means a challenge to a payment that a buyer files directly with his or her credit or debit card issuer.

“Confidential Information” shall have the meaning set forth in Section 6.05.

“Debit Authorization” shall have the meaning set forth in Section 2.02.

“Event Organizer” or “you” means the entity and/or individual who enters into this Agreement.

“Event Registrant(s)” means the registrant of an Event of the Event Organizer.

“Event Registrant Data” means all information, including personal data, that (i) the Event Registrant provides to Event Organizer and Event Organizer passes on to PGE through the use by Event Organizer of the payment processing services and (ii) PGE collects from the Event Registrant’s device and browser through use by Event Organizer of the payment processing services.

“Gateway Services” shall have the meaning set forth in Section 1.02.

“Invalidated Payment” shall have the meaning set forth in Section 4.01(a).

“Networks” means, collectively, Visa, MasterCard, Discover, American Express, any ATM or debit network, and the other card network organizations.

“Network Rules” shall have the meaning set forth in Section 3.01(c).

“Payment Services” shall have the meaning set forth in Section 1.01.

“Payout” means the amount due to you from your Transactions minus our fees and any Refunds, Chargebacks, Reversals, setoffs, recoupments or other amounts due to PGE.

“Processing Fee” means the fee of 3.9% of each transaction amount that is deducted from each Transaction by us.

“Refund” means a refund issued by you through the website or through your Account.

“Reserve” means an amount or percentage of your Payouts that we hold in order to protect against the risk of Reversals, Refunds, or any other risk, exposure and/or potential liability to us related to your use of the Payment Services.

“Restricted Activities” means any breaches of our Acceptable Use Policy and any activity specified in Section 3.01 above.

“Reversal” means any payment that PGE reverses to an Event Registrant.

“Service” shall have the meaning set forth in the Terms and Conditions accompanying this Agreement.