EliteDash Agreement for Collection and Remittance of Payments

This Agreement, along with the Terms of Use for the Site, the EliteDash Privacy Policy, and any additional consents, agreements and/or disclosures that are referenced on www.elitedash.com and its related Sites constitute and govern the terms and conditions of your use of the Site (collectively the “Terms of Use”). This Agreement for Collection and Remittance of Payments pertains to the credit card and ACH processing services, payment of fees, your EliteDash account and any payments to or from you.

  1. Payment Processing.

    EliteDash allows payments to be made by credit or debit cards or ACH transfers to your bank account. EliteDash charges a fee for the payment transfer servies. When EliteDash identifies a potentially high-risk transaction, we review the transaction more closely before allowing it to proceed.  When this happens, EliteDash will place a hold on the transaction and notify you and the payee of the hold. You may cancel any transactions that are on hold prior to approval without any charge to you.  If we clear the transaction, we will notify you and the payor that the payment has been processed.  If we do not clear the transaction, we will cancel the payment.

  2. Transactions Fees.

    This Privacy Policy governs EliteDash’s collection, use and/or sharing of any information you provide to EliteDash in connection with your EliteDash account or your use of the Site and/or the Services which may include, without limitation, information such as your name, e-mail address, other online contact information, physical address, phone number, cell phone number, geolocation information, a persistent identifier that can be used to recognize you over time and across different sites, photos, videos or audio files posted on the Site and any other personally identifying information related to you (“Personal Information”), credit card information (“Credit Card Information”), height, weight, athletic or physical abilities and/or limitations, usernames and passwords used to access your account on EliteDash Sites and similar information of any kind or nature including without limitation information about you provided by coaches, officials, league administrators or others (“Sensitive Information”). EliteDash and its affiliates, Team AutoPay, LLC, Payment Scheduler, LLC and Cloud Developing, LLC collect and maintain Personal Information, Credit Card Information, Sensitive Information and other available information through the Site. Our employees and agents who are authorized by us to handle your information will have access to all information. When you visit the Site or send emails to us, you consent to receive communications from us electronically as well as from other team members, coaches, administrators, officials and other. We will communicate with you by email or by posting notices on the Site. We may provide aggregate statistics about customers, sales, traffic patterns, and related site information to third- parties, but these statistics will include no personally identifying information.

  3. Refunds, Reversals and Chargeback.

    If you receive a payment that is later refunded, reversed or charged back for any reason, you are responsible for the full amount of the payment sent to you plus any transaction fees (including any applicable chargeback fees).  Whenever a transaction is refunded, charged back or otherwise reversed, you will be required to fully refund the transaction. You hereby agree to immediately remit to EliteDash any and all funds to cover the amount of any refund, chargeback or reversal. If you do not do so, EliteDash may engage in collection efforts to recover such amounts from you deducting such refund, reversal and chargeback amount from future payments otherwise payable to you or take other action as set forth herein or as allowed by law, including, without limitation, placing a limitation or hold on future payments to you. Payments to you may be refunded, charged back or reversed for any number of reasons, including, without limitation:

    • The payor pursues a chargeback related to a card-funded transaction.  Please note that the credit card issuer, not EliteDash, determines whether the credit card holder is successful when he/she pursues a chargeback related to a card-funded transaction.

    • The payment was unauthorized (i.e., a credit card-funded payment was made by someone with a credit card that did not belong to them).

    • The payment was sent to you in error.

    • A payor’s bank finds that the transaction was fraudulent.

    • You received the payment for unlawful activities or activities that violated the Terms of Use.

  4. Taxes and Information Reporting.

    Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “taxes”).  It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is solely your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority.  EliteDash is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction. You acknowledge that we may file reports with tax authorities regarding transactions that we process.

  5. Holds, Limitations, and Processing Fee Retainer.

    Under certain circumstances, in order to protect EliteDash and the security and integrity of the network of EliteDash users, EliteDash may place a hold or limitation on your transactions or require you to pay a processing fee retainer.  Our decision about holds, limitations and processing fee retainer may be based on confidential criteria that are essential to our management of risk and the protection of EliteDash, our customers and/or service providers.  We may use proprietary fraud and risk modeling when assessing the risk associated with your EliteDash account.  In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions.  We have no obligation to disclose the details of our risk management or security procedures to you.

    • Holds. When EliteDash places a hold on a payment, the money transfer may not be processed or the money may not be available to either the sender or the recipient.  EliteDash reviews many factors before placing a hold on a payment, including without limitation: account tenure, transaction activity, business type and past disputes.

    • Limitations. Limitations prevent you from completing certain actions with your EliteDash account, such as limiting the dollar amount of transfers to or from you.  These limitations are implemented to help protect EliteDash and its users when we notice restricted activities or activity that appears to us as unusual or suspicious.  Limitations also help us collect information necessary for transferring funds or keeping your EliteDash account open.

    • Processing Fee Retainer. EliteDash may require you to pay a processing fee retainer if we believe there may be a high level of risk associated with your EliteDash transactions, your payment activities or your transactions.  When we require a processing fee retainer, it means that no transactions or payment will be processed for your benefit unless you have paid the full amount of the processing fee retainer to us.  A processing fee retainer may be required at the time you open an EliteDash account or at any time during the life of your EliteDash account.  We make decisions about whether to require a retainer based on a number of factors, including information available to us from both internal sources and from third parties.

  6. Court Orders, Regulatory Requirements or Other Legal Process.

    If we are notified of a court order or other legal process (including garnishment or any equivalent process) affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may be required to take certain actions, including holding payments to or from you, placing a payment transfer limitation on your EliteDash account, or requiring a retainer. We will decide, in our sole discretion, which action is required of us or whether some other action is required.  Unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, we will notify you of these actions.  We do not have an obligation to contest or appeal any court order or legal process involving you or your EliteDash account.

  7. Response to Restricted Activities.

    If we believe that you have engaged in any activities prohibited by the Terms of Use, including, without limitation, this Agreement, we may in our discretion, terminate, close or suspend your EliteDash account, refuse to provide EliteDash services to you in the future, limit your access to our websites, software, systems (including any networks and servers used to provide any of the EliteDash services), restrict your ability to make or receive payments, hold payments for a period of time to protect against the risk of liability, contact payors who have paid you using EliteDash, contact your bank or credit card issuer or other impacted third parties or law enforcement about your actions, update inaccurate information you provided us, take legal action against you or any other action that we deem advisable. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by EliteDash, or its users caused by or arising out of your breach of this agreement, the Terms of Use and/or your use of the EliteDash services. You agree to reimburse EliteDash, and its users for any and all such liability.

  8. Unauthorized Transactions.

    EliteDash is not responsible for unauthorized transactions. To protect yourself from unauthorized activity in your EliteDash account, you should regularly log into your EliteDash account and review your EliteDash account statement.  EliteDash will notify you of each transaction by sending an email to your primary email address on file.  You should review these transaction notifications to ensure that each transaction was authorized and accurately completed. Immediately notify us if you believe your EliteDash login information has been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission using your login information.

  9. Suspension or Termination of Account.

    EliteDash, in its sole discretion, reserves the right in its sole discretion to suspend or terminate access to or use of its websites, software, systems (including any networks and servers used to provide any of the EliteDash services) operated by us or on our behalf or some or all of the EliteDash services for any reason and at any time upon notice to you and, upon termination of this agreement, the payment to you of any unrestricted funds held in your EliteDash balance.

  10. Representations and Warranties; Disclaimer of Warranty.

    10.1 YOU EXPRESSLY AGREE THAT USE OF THE SITE AND PAYMENT TRANSFERS ARE AT YOUR SOLE RISK. NEITHER ELITEDASH, ITS PARENT, SUBSIDIARIES, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE 4848-5783- 5857 EMPLOYEES, REPRESENTATIVES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE.

    10.2. YOU AGREE THAT THE USE OF AND ACCESS TO THE SITE IS STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ELITEDASH SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, WITH RESPECT TO THE OPERATION OF THE SITE, THE CONTENT OR INFORMATION CONTAINED THEREIN, OR THE SITE. NO WARRANTY OF ANY KIND IS IMPLIED REGARDING REIMBURSEMENT FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE BY ELITEDASH OR USE OF THE SITE BY YOU. ELITEDASH MAKES EVERY REASONABLE EFFORT TO ASSURE THAT ALL INFORMATION PUBLISHED BY IT IS CORRECT; HOWEVER, ELITEDASH DISCLAIMS ANY LIABILITY FOR ERRORS IN THE SITE. YOU ASSUME THE RISK OF POSSIBLE ERRORS CONTAINED IN THE SITE. YOU AGREE TO INDEPENDENTLY VERIFY ANY INFORMATION YOU INTEND TO RELY UPON, AND, IF REASONABLY NECESSARY, YOU SHOULD SEEK THE ASSISTANCE OF AN ATTORNEY IN DOING SO. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT AND THE TERMS OF USE, THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY AND IN NO EVENT SHALL ELITEDASH AND ITS SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS (“THE ELITEDASH PARTIES”) BE LIABLE, JOINTLY OR SEVERALLY, TO YOU OR ANY OTHER PERSON OR ENTITY AS A RESULT OF YOUR ACCESS OR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, FOR INDIRECT, PERSONAL INJURY, PROPERTY DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES, OR OTHER PECUNIARY LOSS (COLLECTIVELY, “THE DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR ANY OTHER THEORY OF LAW AND/OR LIABILITY, EVEN IF ANY OF THE ELITEDASH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY, ARISING OUT OF USE OF THE SITE OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE SITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE SITES. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE ELITEDASH PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

    10.3. Unauthorized Access. EliteDash disclaims any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Site, you acknowledge and agree to EliteDash's disclaimer of any such liability. If you do not agree, you should not access or use the Site.

    10.4. Indemnification. You agree to indemnify, defend, and hold harmless EliteDash and its subsidiaries, parent companies, officers, directors, employees, affiliates, agents, representatives, licensors and suppliers from and against all claims, actions, proceedings, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising or resulting from use of the Site or your Account, which includes but is not limited to: (i) the use of or reliance on any information, material, or content of the Site by you or any third party to whom you have provided such information, material, or content, regardless of whether or not such information, material or content contained any errors or omissions and whether or not EliteDash was aware or should have been aware of any such errors or omissions; (ii) your violation or breach of this Agreement and the Terms of Use; (iii) your negligent acts or omissions or willful misconduct; or (iv) any allegation that your use of or access to the Site infringes upon the patent, trademark, copyright, trade name, trade secret, or other proprietary and/or intellectual property rights of any third party. Your duty to indemnify, defend and hold harmless EliteDash under this Agreement and the Terms of Use shall survive the termination, cancellation, or expiration of your use of the Site. EliteDash reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide EliteDash with such cooperation as is reasonably requested by EliteDash.

  11. Miscellaneous.

    11.1. Governing Law and Venue. This Agreement and the Terms of Use shall be governed by and shall be construed in accordance with the laws of the State of Utah, without regard to its conflicts of law principles. Any action or proceeding between you and EliteDash relating to or arising out of this Agreement and the Terms of Use or your use of the Site shall be commenced and maintained exclusively in the state or federal courts in the State of Utah, and you hereby consents to the exclusive jurisdiction and venue of any state or federal court in the State of Utah.

    11.2. No Third Party Beneficiaries. This Agreement and the Terms of Use shall be binding upon and inure solely to the benefit of the Parties and their respective permitted successors or assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

    11.3. Assignment. EliteDash may assign this Agreement and the Terms of Use for any reason, in whole or in part, without your consent, including without limitation as a result of an event of a reorganization, merger, consolidation or sale of all or substantially all of its assets or stock. You may not assign this Agreement and the Terms of Use without EliteDash’s prior written consent. Any assignment in violation of this section is null and void, ab initio.

    11.4. Severability. If any provision of this Agreement and the Terms of Use is declared void or unenforceable by any court of competent jurisdiction in a final, non-appealable order or judgment, then all remaining provisions of this Agreement and the Terms of Use shall remain in full force and effect unless otherwise agreed to in writing by the Parties.

    11.5. Changes to Agreement and Terms of Use. EliteDash may modify this Agreement and the Terms of Use, or any part thereof, or add, change, or remove terms at any time, and such additions, changes, deletions, or other modifications are effective immediately upon posting. Your use of the Site after such posting shall be deemed to constitute acceptance by you of such additions, changes, deletions, or other modifications.

    11.6. Waiver; Remedies Cumulative. The rights and remedies of the Parties are cumulative and not alternative. Neither any failure nor any delay by EliteDash in exercising any right, power, or privilege under this Agreement and the Terms of Use or any of the documents referred to in this Agreement and the Terms of Use will operate as a waiver of such right, power, or privilege or any future exercise thereof, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power or privilege, or the exercise (or future exercise) of any other right, power, or privilege.

    11.7. Headings. Headings or titles to sections or subsections in this Agreement and the Terms of Use are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement and the Terms of Use or any part hereof.

    11.8. Compliance with Laws. You shall ensure that any activities undertaken by you, or any person authorized by you, pursuant to this Agreement and the Terms of Use and any use of or access to the Services shall comply with all laws, rules, and regulations of the United States and other applicable jurisdictions, as such may be amended and in effect from time to time. Without limiting the foregoing, you recognize the global nature of the Internet, and further agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you may reside or access the Site.

    11.9. Consent to Communication. You agree that EliteDash reserves the right to send electronic or paper mail to you for the purpose of informing you of changes or additions to the Site or the Terms of Use. You further agree that from time to time EliteDash may contact you via electronic or paper mail for the purpose of soliciting feedback or participation in user surveys relating to the Site. Any information obtained from you will not be shared with any third parties except in aggregate form, in which case you will not be identified in any manner as a respondent. You shall have no obligation to participate in or respond to any such survey.

    11.10. Entire Agreement. This Agreement and the Terms of Use and all other documents or agreements referenced herein, including without limitation the EliteDash Privacy Policy, constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings of the Parties, whether written or oral. There are no representations, promises, warranties, covenants, or undertakings other than those contained in this Agreement and the Terms of Use and the EliteDash Privacy Policy.

This Agreement and the Terms of Use were adopted October 12, 2017.

This Agreement was last modified on October 12, 2017.

Version: 4848-5783-5857.v1