Terms of Service

 

Valid as of March 5, 2018

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

 

AGREEMENT TO TERMS

 

This User Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Skyfarm Solutions, LLC d/b/a “Payball” (“we,” “us” “our”, or “ Company”)and applies to your use of Payball™ products and services and any other Payball™ features, technologies, and/or functionalities offered by Company on our website (the “Site”) or through any other means, including but not limited to this website (the “Site”) and the Payball application (collectively, the “Payball Services”). The Payball Services are provided to you subject to this Agreement as well as our Privacy Policy (“Privacy Policy”) which is available at https://www.payballsports.com/privacy and is incorporated in this Agreement by this reference.

 

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR THE PAYBALL SERVICES OR BY POSTING ANY CONTENT ON THE SITE OR THROUGH THE PAYBALL SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE PAYBALL SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

 

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or that would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

 

MODIFICATION

 

Company reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or the Payball Services, and to modify this Agreement, at any time and without prior notice. If we modify this Agreement, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Valid as of” date at the top of the terms of service page of the Site. By continuing to access or use the Site or the Payball Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Site and the Payball Services.

 

USER REPRESENTATIONS

 

By using the Site and using the Payball Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity to agree to these Terms of Use and you hereby agree to comply with these Terms of Use; (4) you are at least 21 years of age (you may designate a person younger than 21 years of age as a payee on your account, but you will remain liable for such person’s use of the Site and the Payball Services) , (5) you will not access the Site or Payball Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site or Payball Services for any illegal or unauthorized purpose; and (7) your use of the Site or Payball Services will not violate any applicable law or regulation.

 

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site and Payball Services (or any portion thereof).  

 

ELIGIBILITY AND USER REGISTRATION

 

To be eligible to use the Payball Services, you must be a resident of the United States, and create an account with an email and cellular/wireless telephone number that you own.

 

In order to utilize Payball Services, you will be required to register with the Site and for use of the Payball Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to close any account if we determine, in our sole discretion, that any password, email address or other identifying information is inappropriate, obscene, or otherwise objectionable.

 

As further detailed in our Privacy Policy, in order to register, create and use an account, Company may require that you submit certain Personal Information (as defined in the Privacy Policy), including but not limited to your name, email address, text-enabled cellular/wireless telephone number, street address or zip code, date of birth, last 4 digits of your social security number and/or employer identification number to Company. During the registration process, or when you access the Payball Services from a phone or other device, that device’s ID is also stored. You agree that the Personal Information you provide to Company upon registration and at all other times will be true, accurate, current and complete, and you agree to maintain and update this Personal Information with us as necessary.

 

Company reserves the right to suspend or terminate your account for any reason at its discretion, including, but not limited to, if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify Company of any unauthorized use of your account.

 

THIRD PARTY AGREEMENTS

 

You acknowledge and agree that this Agreement is between you and Company, not with any third party (including, but not limited to, Apple, Google or any banking institution or mobile carrier). Your use of the Payball Services may be subject to separate agreements you may enter into with your banking institution, your mobile device operating system provider (e.g., Apple, Google or Microsoft), your mobile device manufacturer (e.g., Apple, Samsung), your mobile service carrier (e.g., AT&T or Verizon), and other parties involved in providing your financial and mobile device services. You agree to comply with all applicable terms of such third-party agreements when using the Payball Services. Company is not a party to those agreements and has no responsibility for the products and services provided by these third parties.

 

Please note that Company has opened its Payball application programming interface (“API”), so you may be subject to agreements with third parties when using a service that was not created by Company. Notably, the payment processing and exchange of funds between users utilizing the Payball Services are conducted exclusively through third party services and software  provided by Stripe with whom you have a separate agreement (See, Payment section below). The Company has no liability or responsibility for your use of these third party services, including but not limited to payment processing. All issues of liability for transactions which occur through the use of third party services will be governed by the agreements between you and that third party.

 

PAYMENT

 

Payment processing services between users of the Payball Services via bank transfer are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms and/or continuing to operate the Payball application, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Company enabling payment processing services through Stripe, you agree to provide the Company with accurate and complete information about you and your business, and you authorize the Company to share it and transaction information related to your use of the payment processing services provided by Stripe.

 

The Company never takes custody of money you transfer to other persons or businesses when utilizing the Payball Services, and is not responsible for what recipients do with the payments you make. If a Payball Services user’s bank initiates a reversal, chargeback, or dispute of a payment made to you, you authorize us and our third-party payment providers to reverse or otherwise debit funds from your account in accordance with applicable financial institution and network policies and procedures. We may also initiate a reversal or other debit, or take other actions we determine to be appropriate, if we believe fraud or other abuse of the Service has occurred.

 

SOCIAL NETWORKING SERVICES

 

As a registered user of the Site or the Payball Services, you may link your account with your account on various third party social networking services, including, but not limited to, Facebook and Google (collectively, “SNS”) subject to the terms and conditions of the applicable third party SNS services. If you decide to link your account with an SNS via our Site or the Payball Services, we may obtain the personal information you have provided to the SNS (such as your “real” name, profile picture, email address and other information you make publicly available via the applicable SNS) from the account you have with such SNS and use that information as part of your account and to log you into the Site or the Payball Services. If you are already logged into the SNS; the information we obtain may depend on the privacy settings you have with the SNS. You hereby consent to our access to and collection of such personal information about you. Please note that your relationship with the owners or operators of SNS services is governed solely by your agreement(s) with such third parties.

 

OWNERSHIP

 

The Site and Payball Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this Agreement, Company and its licensors exclusively own all right, title and interest in and to the Site and the Payball Services, including all associated intellectual property rights. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or the Payball Services.

 

FEEDBACK

 

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Payball Services (“Feedback”). You may submit Feedback by emailing us at support@payballapp.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of Company and you hereby irrevocably assign to Company and agree to irrevocably assign to Company all of your right, title, and interest in and to all Feedback, including, without limitation, all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At Company’s request and expense, you will execute documents and take such further acts as Company may reasonably request to assist Company to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

 

CORRECTIONS

 

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information.  We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

 

 

 

DISCLAIMERS OF WARRANTY; DAMAGES EXCLUSIONS

 

The Payball Services are designed to facilitate payments between sports organizations and the individuals providing services to them. You may only use the Site and Payball Services for legitimate transactions between sports organization and legitimate vendors of the sports organization. The transaction of funds is between the paying entity and the payee. The Company has no way of knowing if any particular payment, purchase or other transaction is accurate, complete or typical for your business. It is the duty of the paying entity to verify and monitor the propriety of the transaction and the identity of the entity or person being paid through the Payball Services. The payor is responsible for knowing whether a transaction is erroneous or suspicious. If you believe a transaction may be erroneous or suspicious, you agree to research the transaction and, if necessary contact the other party to the transaction before fulfilling or completing the transaction.  Company does not have any control over any products or services that are paid for with our Payball Services and Company cannot ensure that any party you are dealing with will actually complete the transaction or is authorized to do so. Under no circumstances is the Company liable for any losses you incur as a result of erroneous or fraudulent transactions in connection with the use of the Site or the Payball Services.

 

In addition to the above, on behalf of Company and each of its affiliates, vendors, agents and suppliers, Company makes the following disclaimers:

 

THE SITE AND THE PAYBALL SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS.  YOU AGREE THAT YOUR USE OF THE SITE AND PAYBALL SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND PAYBALL SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S OR PAYBALL SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE OR THE PAYBALL SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE AND PAYBALL SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY UNAUTHORIZED OR FRAUDULENT TRANSACTION DIRECTED BY YOU OR ANY THIRD PARTY, (5) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR OF THE PAYBALL SERVICES, (6) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR THE PAYBALL SERVICES BY ANY THIRD PARTY, AND/OR (7) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE PAYBALL SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR THROUGH THE PAYBALL SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE PAYBALL SERVICES IN TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR, OR CORRECTION TO ANY EQUIPMENT YOU USE IN ACCESSING ANY OF THE PAYBALL SERVICES, INCLUDING, BUT NOT LIMITED TO, YOUR MOBILE PHONE OR OTHER DEVICE.

 

COMPANY IS NOT LIABLE FOR THE CONSEQUENCES OF YOU CHOOSING TO SHARE ANY PAYMENT DETAILS WITHIN THE PAYBALL SERVICES OR ON SOCIAL MEDIA, AND YOU AGREE TO HOLD COMPANY HARMLESS AND INDEMNIFY COMPANY FROM ANY LIABILITY ARISING FROM THE ACTIONS OR INACTIONS OF ANY EXTERNAL SOCIAL MEDIA NETWORK IN CONNECTION WITH THE PERMISSIONS YOU GRANT TO THE EXTERNAL SOCIAL MEDIA NETWORK.

 

Company will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Company makes no representations or warranties regarding the amount of time needed to complete processing because Company is dependent upon many factors outside of our control.

 

Some states or other jurisdictions do not allow the limitation of liability so some or all of the foregoing limitations may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.

 

LIMITATIONS ON LIABILITY

 

IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR PAYBALL SERVICES, EVEN IF COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY DURING THE 12 MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

These limitations on liability apply to: anything related to a Payball Service or any application or content made available through any such Payball Service; and claims for breach of contract, any claim relating to fraud by any third party, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. These limitations on liability also apply even if: repair, replacement or a refund for the Payball Service does not fully compensate you for any losses; or Company knew or should have known about the possibility of the damages.

 

These limitations on liability will apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose.

 

LICENSE GRANT

 

Certain of the Payball Services require the use of third-party software and software applications provided to you by Company (collectively “Software”). Company and its licensors grant you a limited, nonexclusive license to use the Software in the United States that we provide to you solely in accordance with this Agreement and any user documentation we may provide, including all updates, upgrades, new versions and replacements of the Software (all of which become part of the “Software”) for your personal use only in accordance with this Agreement. If the Software will be downloaded to a mobile device, this license extends to your use of the Software on a device that you own or control, as long as your use is permitted by the usage rules set forth for your particular device (for example, the Apple App Store Terms of Use). You may not rent, lease or otherwise transfer your rights in the Software to a third party. You must comply with the implementation and use requirements for the Software contained in this Agreement or in any Payball Services documentation we provide to you. If you do not comply with such implementation and use requirements, you will be liable for all resulting damages suffered by you, Company or any third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the Software. You acknowledge that all rights, title and interest to the Software are owned by Company. Your rights to use the Software cease immediately upon termination of this Agreement and you must delete all of your copies of the Software.

 

INDEMNIFICATION

 

You agree to defend, indemnify and hold harmless Company and its affiliates, officers, directors and employees from any claim or demand (including any damages, losses, expenses and attorneys’ fees resulting therefrom) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Site or Payball Services.

 

ASSUMPTION OF RIGHTS

 

If Company makes a payment to you for a claim, reversal or chargeback that you file with us against a recipient of your payment, you agree that Company assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in Company’s discretion.

 

RELEASE OF COMPANY

 

If you have a dispute with one or more users relating to payment, Company is not responsible for any such dispute and you hereby release Company (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

 

SURVIVAL

 

In the event of termination of this Agreement or the Payball Services, the terms in this Agreement that by their nature are continuing shall survive such termination, including but not limited to the disclaimers and limitations of liabilities.

 

FORCE MAJEURE

 

We shall not be liable for any delay or failure in performance, or for any damages suffered by you by reason of such delay or failures, directly or indirectly caused by or in any manner arising from or connected with acts of God, acts of public enemies, riots, strikes, acts of governmental agencies, labor difficulties, failure of our power, telecommunications or other suppliers, delays in securing or shortages of raw materials, breakdown or destruction of any system or equipment, or any other cause or causes beyond our control, whether or not similar to those enumerated herein.

 

GENERAL PROHIBITIONS

 

You agree not to do any of the following:

 

  • Post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
  • Use, display, mirror or frame the Site or any Payball Service or any individual element within the Site or any Payball Service, Company’s name, any Company trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Company’s express written consent;
  • Access, tamper with, or use non-public areas of the Site, any Payball Service, Company’s computer systems, or the technical delivery systems of Company’s providers;
  • Attempt to probe, scan, or test the vulnerability of any Company system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Company or any of Company’s providers or any other third party (including another user) to protect the Site or the Payball Services;
  • Attempt to access or search the Site or any Payball Service or download Content from the Site, Payball application or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Company or other generally available third party web browsers;
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing a Company trademark, logo URL or product name without Company’s express written consent;
  • Use the Site or any Payball Service for any commercial purpose or the benefit of any third party or in any manner not permitted by this Agreement;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site or any Payball Service to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or any Payball Service;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
  • Collect or store any personally identifiable information from the Site or any Payball Service from other users of the Site or Payball Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation;
  • Encourage or enable any other individual to do any of the foregoing;
  • Sell or otherwise transfer your profile or account;
  • Use the Site or Payball Services in a manner inconsistent with any applicable laws or regulations.

 

Company will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Company may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Company has no obligation to monitor your access to or use of the Site or Payball Services, but has the right to do so for the purpose of operating the Site and providing the Payball Services, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. You will be responsible and liable to the Company for all transactions, disputes, refunds, claims, fines or damages related to, or stemming from, the use of the Site or Payball Services in a manner prohibited by this Agreement, in violation of applicable law, or in violation of any Third Party Agreement.

 

TAX REPORTING

 

Company’s payment partner, Stripe, monitors payments and as per Internal Revenue Code (IRC) Section 6050W, they are required to report gross payments received for users who receive over $20,000 in gross payment volume and over 200 separate payments in a calendar year. Stripe will track the payment volume of your account(s) to check whether your payment volume exceeds both of these levels in a calendar year. If so, Stripe will issue a 1099-K form to you and the IRS at year end only if you exceed the threshold. Note that transactions via Payball Services will not require 1099-MISC tax filings. Also note that Payees will still be required to report all income earned to the IRS and pay taxes accordingly.

 

In order to help you understand these information reporting obligations, please review our FAQ page and if you have further questions we recommend you consult your tax advisor to assess the tax implications of Form 1099-K reporting.

 

FEES

 

Registering and receiving payments on the Payball Services is free.

 

Company charges a transaction fee to the paying organization based on the amount of the payment. Please see current pricing rates at www.payballsports.com/pricing.

 

We reserve the right to change, or discontinue, temporarily or permanently, some or all of the fees for the Payball Services. Changes are published to the Site and Payball application and are effective after (14) days notice is given. The Company reserves the right to temporarily change the fees for promotional events. Such changes are effective once the temporary promotional event is posted to the Site or Payball application.

 

TERMINATION AND ACCOUNT CANCELLATION

 

If you breach any of the terms of this Agreement, Company will have the right to suspend or disable your account or terminate this Agreement, at its sole discretion and without prior notice to you. Company reserves the right to revoke your access to and use of the Site and Payball Services at any time, with or without cause. In the event Company terminates this Agreement for your breach, or revokes your access to and use of the Site or Payball Services or terminates or discontinues the Site or the Payball Services and consequently this Agreement, you will remain liable for all amounts due hereunder.

 

How to Cancel Your Account

 

As long as there are no pending or in progress transactions and your account is not under a payment investigation, you may cancel your account at any time by sending an email to support@payballapp.com.

 

Termination

 

Upon termination of this Agreement for any reason, Company has the right to prohibit your access to the Payball Services, including without limitation by deactivating your username and password, and to refuse future access to the Payball Services by you or if an organization, its parent, affiliates or subsidiaries or its or their successors.

 

ENTIRE AGREEMENT

 

This Agreement constitutes the entire and exclusive understanding and agreement between Company and you regarding the Site and the Payball Services, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Company and you regarding the Site or the Payball Services.

 

ASSIGNMENT

 

You may not assign or transfer this Agreement, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Company may assign or transfer this Agreement, at its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

NOTICES

 

Any notices or other communications permitted or required hereunder, including those regarding modifications to this Agreement, will be in writing and given by Company: (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

 

CONTROLLING LAW AND JURISDICTION

 

This Agreement and any action related thereto will be governed by the internal laws of the State of Connecticut  without regard to its conflict of law provisions.

 

DISPUTE RESOLUTION

 

You and Company agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site or the Payball Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Company otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

 

Informal Negotiations

 

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

 

Binding Arbitration

 

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded above) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Fairfield County, Connecticut. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

 

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Fairfield County, Connecticut, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.  

 

In no event shall any Dispute brought by either Party related in any way to the Site or Payball Services be commenced more than 2 years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

 

Changes

 

Notwithstanding the provisions of the “Modification” section above, if Company changes this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to support@payballapp.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Company’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Company in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to this Agreement).

 

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

 

Visiting the Site, sending the Company emails, and completing online forms constitute electronic communications.  You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications the Company provides to you electronically, via email and on the Site or through Payball Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.  You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

 

CALIFORNIA USERS AND RESIDENTS

 

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

 

MISCELLANEOUS

 

These Terms of Use and any policies or operating rules posted by the Company on the Site or in the Payball Services constitute the entire agreement and understanding between you and us. The Company’s failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.  These Terms of Use operate to the fullest extent permissible by law. The Company shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site.  You agree that these Terms of Use will not be construed against the Company by virtue of it having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

 

CONTACT US

 

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site or Payball Services, or if you have any questions regarding our legal policies, please email us: support@payballapp.com