Last Modified: May 29, 2019

Payment Pro Logistics, LLC (“Payment Pro,” “us,” or “we”) provides a technology solution to assist users of our Services (“Users”), who may be individual players or team members (“Players”) and/or tournament organizers (“Organizers”) by providing a platform to facilitating interactions between Users and for the payment of  winnings and other payments.

The following terms of service (“Terms of Service”) govern all use by users of the Payment Pro’s websites, domains, and applications (including all webpages, subdomains and subparts therein contained, mobile applications, collectively, the "Site"), any and all services available on or through the Site or otherwise provided by Payment Pro (collectively, the "Services"). The Services are owned and operated by Payment Pro. The Services are offered only to users who are at least 13 years of age (18 for Payment Services) and have not been previously banned, blocked, or suspended from our Services.

THESE TERMS OF SERVICE INCLUDE (A) AN ARBITRATION PROVISION FOR USERS LOCATED IN THE UNITED STATES; (B) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST PAYMENT PRO FOR USERS LOCATED IN THE UNITED STATES; (C) CERTAIN DISCLAIMERS OF WARRANTIES ON BEHALF OF PAYMENT PRO; (D) CERTAIN LIMITATIONS OF LIABILITY FOR THE BENEFIT OF PAYMENT PRO; AND (E) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST PAYMENT PRO ARISING OUT OF DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.

1. Acceptance and Changes.

1.1 Acceptance. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Payment Pro. By using or accessing any part of the Services, or by clicking on any button indicating your acceptance, you acknowledge that you have read, understood, and agree to be bound by these terms of service. are at least 13 years of age and that you have not been previously banned, blocked, or suspended from the Services.

1.2 Changes to these Terms of Service. Except with respect to the Arbitration provisions contained herein, Payment Pro reserves the right, at its sole discretion, to modify or replace any part of these Terms of Service (or any of the agreements that make up these Terms of Service) at any time (collectively “Changes”). Changes will be posted to the Site and in certain circumstances Payment Pro may provide you with additional notice through email or with in-App communications. Changes will be effective immediately. It is your responsibility to check these Terms of Service periodically for Changes. Your continued use of the Services following the effectiveness of any Changes constitutes acceptance of those Changes as well. If you do not accept any Changes then you must cease accessing, browsing and otherwise using the Services.

2. The Services.

2.1 Use of Services.   Payment Pro hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for non-commercial purposes and at all times in compliance with these Terms of Services and to the extent permitted by all applicable laws. You may use these Services for the purposes of browsing the Site, utilizing the features offered on or through it, and viewing, registering for, creating, organizing, managing, running, and interacting with, the features offered on the Site.

2.2 Prohibited Conduct. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site (including all content contained therein); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Payment Pro or Users of our Services; (iv) use the Services in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services; (v) use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Site; (vi) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the servers on which the Site is stored, or any server, computer or database used to provide our Services; (vii) engage in any fraudulent activity or engage in any activity that facilitates fraud; or (viii) otherwise attempt to interfere with the proper working of the Services.

2.3 Other Users. The Services provide a means for enabling connections between Users, but Payment Pro is not responsible for actions or activities of its Users. Payment Pro does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of the information Users provide, including information related to Payouts (defined below), and is not responsible for any errors, acts or omissions of its Users. You are advised to exercise caution and common sense to protect your personal safety and property the same as you would when interacting with any stranger. Payment Pro is not responsible for the conduct or performance, whether online or offline, of any User of the Services.

2.4 Payment Services. The Services include Payment Pro’s payment services to Organizers which provide a means by which payments of tournament winnings or other funds (“Payouts”) can be remitted by Organizers to Players (“Payment Services”).

(a) Eligibility. You must be at least 18 years old and able to enter into legally binding contracts to use the Payment Services. By using the Payment Services you represent and warrant that you are 18 or older.

(b) Restriction. Payment Pro may temporarily restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. 

(c) Prohibited Use. You may not use the Payment Services except as authorized by United States law, the laws of the jurisdiction that is your country of residence, and any other applicable laws. Payment Services may not be used to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that: (i) neither you nor your payees are located or take place in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.

(d) Making/Receiving Payments. When you add a financial instrument like a credit card, debit card, or financial account number in order to make or receive a Payout, you will be asked to provide financial information either to Payment Pro or its third-party payment processor(s). You must provide accurate, current, and complete and up-to-date information at all times. The information may include but is not necessarily limited to: your name, email address, phone number, billing address, country of residence, currency type, and financial account information.  Payment Pro is not responsible for any loss suffered by you as a result of incorrect payment information provided by you.

(e) Currency Conversion. Payouts will be processed in the currency the Organizer selects. The currencies available to make and receive payments for any given transaction may be limited for regulatory or operational reasons. A User’s third-party payment service provider may impose transaction, currency conversion or other fees based on the currency or payment method the User selects to make or receive payments.  Payment Pro disclaims all liability is not responsible for any such fees.

(f) Payout Security. Payment Pro may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation.

(g) Errors. In the event we become aware of a payment processing error we will take steps to rectify it. These steps may include crediting or debiting the appropriate amount to the User, which may be performed by Payment Pro or a third party such as your financial institution.

(h) Disputes. Disputes between Users regarding Payouts are not the responsibility of Payment Pro. It is the responsibility of an Organizer to communicate its tournament rules, prize rules, terms, conditions, or other applicable policy regarding Payouts. All communications regarding Payout disputes are between the Organizer initiating payment and the Player and Payment Pro will not be responsible or liable in any way for refunds, errors in issuing refunds, or lack of refunds in connection with the Services.

2.5 Third Parties. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise. These service providers may charge you additional fees when processing payments and Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and Payment Pro is not responsible for any such fees and disclaims all liability in this regard.

3. Privacy Policy.

Please see our Privacy Policy for information relating to how we collect, use, and disclose your personal information. Users may be required to provide personal information, including sensitive personal information, with third parties in order to use the Services.  If we inform you that we have engaged a service provider as an Accounts Payable Automation Platform, please review such third party’s privacy policy to learn how they will process your information.

4. Account Registration.

4.1 Creation of Account. To sign-up as a registered User of the Services, you are required to create an account.  It is a condition of your use of the Services that all the information you provide is correct, current, and complete.  Payment Pro reserves the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof) if you provide information that is untrue, accurate, complete, or current, or we suspect that such information is untrue, accurate, complete, or current. 

4.2 Account Security. You are required to keep your account information confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your account or any other breach of security.  Payment Pro cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account.

4.3 Account Ownership. Accounts are presumed to registered by the person or entity indicated in the registration information.  You represent that you have the authority to bind the person or entity listed as the owner of an account. In the event of any dispute between two or more parties as to account ownership, you agree that Payment Pro shall be the sole arbiter of such dispute in its sole discretion and that Payment Pro’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

4.4 Account Termination. Payment Pro, in its sole discretion, may terminate your password, accounts (or any part thereof) and or your right to use the Services, and remove and discard any and all of your information within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Payment Pro, or if Payment Pro believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that Payment Pro may immediately deactivate or delete your account and all related information and files related to your account and or bar any further access to such files or the Services. Further, you agree that Payment Pro shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of these Terms of Service that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).

5. Fees.   

Users agree to pay Payment Pro the fees (“Service Fees”) as set forth in the applicable Fee Schedule. All applicable Service Fees (including any applicable Taxes) will be displayed to a User prior to using the Services. Payment Pro reserves the right to change the Service Fees at any time, and will provide Users adequate notice of any fee changes before they become effective. Such fee changes will not affect any bookings made prior to the effective date of the fee change. You are responsible for paying any Service Fees that you owe to Payment Pro. Service Fees are non-refundable.

6. Content.

6.1 Site Content. Payment Pro and/or its licensors retain all rights to all data and information on our sites and online services, including text, graphics, images, designs, articles, business processes, and any other form of content (collectively referred to as “Content”). Users shall have only those rights in and to the Content that are expressly granted to it pursuant to these Terms of Service, and are otherwise reserved. Reproducing, copying or distributing any Content for any other purpose is strictly prohibited without the express prior written permission of Payment Pro.

6.2 Third Party Content, Products, and Services. The Services may enable a User to link to websites, and access to content, products or services of third parties. Payment Pro is not responsible for any third party websites, or third party content provided on or through the Services. You bear all risks associated with the access and use of such websites and third party content, products and services. You access third party content at your own risk.

6.3 Your Feedback. We welcome feedback, comments and suggestions for improvements to our Services (“Feedback“). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

7. Communications.

7.1 Communication between You and Payment Pro.

8. Disclaimer of Warranties.

The Services are provided “as is” without warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Payment Pro does not represent or warrant that content or information provided through the Services are accurate, complete, reliable, current, or error-free. Payment Pro does not represent or warrant that the Services are free of viruses or other harmful components and, therefore, you should use an industry recognized software to detect and remove viruses from any download. No advice or information, whether oral or written, obtained by you from Payment Pro or through the Services shall create any warranty not expressly stated herein.

9. Release of Liability.

In consideration of being permitted to access and use the Services, you hereby agree to release Payment Pro and its affiliates and subsidiaries, and their officers, directors, employees and agents from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including Organizers, Players, and other Users) in connection with the Services or your access and use of the Services. In connection with the foregoing release, you hereby waive California Civil Code 1542 and any other applicable law or statute, which says, in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

10. Limitation of Liability and Damages.

10.1 The following is applicable for Users in the USA and rest of the world (outside the European Union):

(a) To the fullest extent permitted by applicable law: (i) in no event shall Payment Pro be liable for any direct, special, indirect, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Services, the Content, the Site Content, or the materials including without limitation any damages caused by or resulting from reliance on any information obtained from Payment Pro; and (ii) in no event shall the aggregate liability of Payment Pro, whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), product liability, strict liability, or other theory, arising out of or relating to the use of or inability to use the Services exceed the amount paid to Payment Pro by you, if any, for accessing the Services during twelve (12) months immediately preceding the date of the claim.

(b) These limitations of liability also apply with respect to damages incurred by you by reason of any services provided by third parties other than Payment Pro.

(c) You acknowledge and agree that Payment Pro has offered the Services and entered into these Terms of Service in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Payment Pro, and that Payment Pro would and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Payment Pro.

10.2 The following is applicable to Users in the European Union:

(a) Neither Payment Pro and its affiliates and partners in all cases, nor you, will be responsible for: (i) losses that were not caused by any breach on their or your part; (ii) any indirect or consequential losses (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure); or (iii) any indirect or consequential losses that were not foreseeable by both you and us when these terms of service were agreed or updated as applicable. You are not granted any rights under this section.

10.3 Indemnification. To the maximum extent permitted by applicable law, you agree to release, defend (at Payment Pro’s option), indemnify, and hold Payment Pro and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms of Service or our Policies, (ii) your improper use of the Services or the Site, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of use of the Services or Site, (iv) or your breach of any laws, regulations or third party rights.

11. Arbitration.

ONLY FOR USERS LOCATED IN THE UNITED STATES.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OF SERVICE OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED ONCE THIS SECTION IS EFFECTIVE.

11.1 Pre-Arbitration Dispute Resolution. Prior to initiating an arbitration, you and Payment Pro each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Payment Pro by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

11.2 Agreement to Arbitrate. You and Payment Pro agree that any dispute, claim, or controversy, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services (collectively, “Disputes”) will be settled through binding arbitration and not in a court of law.  You and Payment Pro each hereby agree to resolve any and all disputes or claims under these Terms of Service or with respect to the Services through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction and only on an individual basis and not as part of any purported class, consolidated or representative proceeding. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court or agency, shall have the authority to resolve any dispute or claim relating to this Section, including, without limitation, the scope, enforceability and arbitrability of these Terms of Service. This arbitration provision shall survive termination of these Terms of Service. These Terms of Service evidence a transaction in interstate commerce and the interpretation and enforcement of this Section is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in these Terms of Service.

11.3 About Binding Arbitration. Arbitration, which is often cheaper, faster and less formal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury. Arbitrators can award the same damages and relief as a court. Binding arbitration is subject to very limited review.

11.4 Scope of Agreement.  This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms of Service and/or your use of the Services.

11.5 Exceptions.  Notwithstanding this Agreement to arbitrate, either party may (i) bring an action on an individual basis in small claims court (to the extent the applicable claim qualifies), (ii) bring issues to the attention of federal, state or local agencies, including, for example, the Federal Trade Commission and the California Division of Consumer Services, which agencies may be able to seek relief on a party’s behalf (the Complaint Assistance Unit of the Division of Consumer Services may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210), and (iii) bring suit in court to seek a preliminary injunction or other interim relief pending the outcome of arbitration.

11.6 No Class Actions. YOU AND PAYMENT PRO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.

11.7 Notice of Dispute.  A party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to Payment Pro must be addressed to the address in Section 12.4 below (“Notice Address”) and must be sent by certified mail. The Notice to you must be addressed to a mailing, home or payment address currently on record with Payment Pro and must be sent by certified mail. If Payment Pro has no records of such physical address, such notice may be delivered to your Payment Pro account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Payment Pro and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Payment Pro may commence an arbitration proceeding.

11.8 Arbitration Proceedings. The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Section 6.10, and will be administered by the AAA and settled by a single arbitrator. The AAA Rules are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by the terms of these Terms of Service. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section 11.8. Unless Payment Pro and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, AAA shall determine the location. If your claim is for ten thousand dollars ($10,000) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator shall be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.

11.9 Costs of Arbitration; Legal Fees. 

(a) Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against Payment Pro and the value of the relief sought is ten thousand dollars ($10,000) or less, then Payment Pro will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below). If the circumstances in the preceding sentence apply, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be prohibitively more expensive than a court proceeding, then Payment Pro will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to reimbursement as set forth below). In the event that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse Payment Pro for all such cost and expenses that Payment Pro paid and that you would have been obligated to pay under the AAA rules.

(b) Just as in any court proceeding, each party will initially bear its own attorneys’ fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party’s request, the arbitrator shall award such prevailing party the reasonable attorneys’ fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relate to your personal or household use of the Services (rather than business use) Payment Pro will not seek to recover its attorneys’ fees and expenses in an arbitration initiated by you. The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys’ fees and expenses upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

11.10 Future Changes.  Notwithstanding any provision in these Terms of Service to the contrary, you and Payment Pro agree that if Payment Pro makes any future change to this arbitration provision (other than a change to the Notice Address) Payment Pro will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address described above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.

11.11 Special Severability.  In the event that the provisions of Section 11.6 above are found to be invalid or unenforceable for any dispute or claim, then, notwithstanding Section 12.3 (“No Waiver”), the entirety of this Section 11 shall be null and void with respect to such dispute or claim and Section 12.2 shall apply in lieu of this Section 11.

12. General Terms.

12.1 Governing Law. These Terms of Service shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America. The parties agree that the Uniform Computer Information Transactions Act as enacted any State of the United States shall not apply to this Agreement or any performance hereunder and the parties expressly opt-out of the applicability of UCITA to this Agreement.

12.2 Forum. In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or for any other reason, then any dispute or claim not subject to arbitration shall be resolved exclusively by a federal court located in Orange County, California, and to the extent there is no subject matter jurisdiction in such federal court, then a state court in Orange County, California. Both you and Payment Pro agree to submit to the personal jurisdiction and venue of such courts and agree that such forum is convenient.

12.3 No Waiver. The failure of either party at any time to require performance by the other party of any provision of these Terms of Service shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Terms of Service be taken or held to be a waiver of any further breach of the same provision.

12.4 Notice. Notices to you may be sent via either email or regular mail to the address at 104 Firefly, Irvine, CA 92618. The Services may also provide notices of changes to these Terms of Service or other matters by displaying notices or links to notices to you generally on the Services.

12.5 Assignment. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Payment Pro without restriction. Any assignment attempted to be made in violation of these Terms of Service shall be void.

12.6 Severability. If any provision of these Terms of Service or any guidelines is held to be unlawful, void, or for any reason unenforceable, then for both you and Payment Pro that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

12.7 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Service, and will not be deemed to limit or affect any of the provisions of it.

12.8 Survival. Upon termination of these Terms of Service, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

12.9 English Language. Communications and documents, even those from Payment Pro, on the Site or through the Services may be in a language other than English. With respect to these Terms of Service, the Privacy Policy, and any other agreement between you and Payment Pro, or other policy implemented by Payment Pro, the English language version of each of these documents is the version that governs your use of the Services and controls in the event of any conflict.

12.10 Time to Bring Claims. Any cause of action arising out of or related to the Services must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Contact

If you have any questions or suggestions regarding these Terms, please contact privacy@prizepayments.com.