Club Addendum

Last updated as of: January 12, 2024

THIS CLUB ADDENDUM IS AN ADDENDUM AND AMENDMENT TO THE GOSPORTS TERMS OF SERVICE ("TERMS"). THE TERMS AND THIS ADDENDUM ARE BETWEEN YOU AND LIGHT TECHNOLOGY, LLC (“LIGHT”). IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS ADDENDUM, DO NOT ACCESS OR OTHERWISE USE THIS SERVICE, OR ANY INFORMATION ON OR RELATED TO THIS SERVICE. BY CLICKING “SUBMIT” OR USING, OR CONTINUING TO USE, THIS SERVICE AVAILABLE ON OR THROUGH THIS WEBSITE, YOU AGREE TO ABIDE BY EACH OF THE TERMS OF THIS CLUB ADDENDUM SET FORTH BELOW. ANY ADDITIONAL TERMS, CONDITIONS, AND/OR POLICIES REFERENCED HEREIN ARE MADE A PART OF THESE TERMS AND ARE SUBJECT TO THESE TERMS. CAPITALIZED TERMS THAT ARE NOT DEFINED HERE ARE AS DEFINED IN THE TERMS.

Memberships and Transactions
You agree that all Club signups and payment transactions will go through the Service and you will not signup any users or do financial transactions for your Club outside of the Service or in a manner to circumvent the fees payable hereunder and that the Service (also referred to as the “GoSports platform”) will be the system of record. You will not bypass GoSports for any payments or transactions on any other platform, offline or online, with users referred by GoSports.

Payment of Fees
Fees: You authorize Light and its third party payment processor(s) (currently Stripe and PayPal) to collect any and all applicable fees under the “User-Based” pricing hereunder and any fees and revenue generating financial transactions for the Club under the “Flat Rate Pricing”, which you determine and set, plus any Light service fees and Stripe or PayPal fees. Light reserves the right to modify or change its fees at any time, but will give 30 days notice to Clubs prior to the change being made. Fees will be charged as follows, depending on your selection in your account:

• User-Based Pricing: If you sign up for the User-Based Pricing, your club pays a flat fee for each new athlete introduced by GoSports. Marketing requires upfront payment and a sufficient balance to cover these charges. When you choose User-Based Pricing, you will prepay for a set number of athlete bookings as you choose and Light will apply amounts you have prepaid when an athlete makes a booking with your Club. Your Club is required to maintain an account balance with the Service that meets or exceeds the minimum amount stipulated by GoSports. In the event that there have been no bookings or account activity for a continuous period of 90 days, your Club may be eligible to withdraw any positive balance remaining in your account. Please note, withdrawals are subject to processing in accordance with GoSports' withdrawal procedures, which are available upon request. Despite this withdrawal option, changing from the User-Based Pricing to the Flat Rate Pricing method remains restricted unless otherwise agreed upon by GoSports.
• Flat Rate Pricing: If you sign up for the Flat Rate Pricing, a Player will pay the Membership Fee that you set, plus a fee for Stripe and PayPal. After a user pays for any Membership, Light will remit the Membership Fee as set forth below, less 20% that will be retained by Light and less any applicable Stripe and/or PayPal fee.

Cancellation and Refunds: You are responsible for abiding by your cancellation and refund policies and Light is not responsible for processing or providing any refunds to users. In the event of any refund, cancellation, reversal, chargeback, error or other need to return any amount to a user, and if Light determines in its sole discretion that you are not properly providing the foregoing, you expressly authorize Light and its third-party payment processor to, without any further notice or consent (a) use funds currently held by the third-party payment processor to satisfy the obligation, (b) reverse part or all of any previously applied transfers from the third-party payment processor to your financial institution, or (c) to apply a debit against and transfer the necessary amounts directly from your financial institution.

Remittance: Payments from the Light to the Club are made by means of wire transfer only, are subject to minimum monthly remittance amount thresholds, and require the Club to provide the Light with certain remittance-related information. This includes but is not limited to banking details, W9 and other details as required to verify NFP or other status. Payments will be made no later than forty-five (45) days following the close of the monthly period in which the corresponding amount was received by the Light from the Player,however, in the event of a statutory holiday or any other circumstance that results in the closure of bank and other relevant financial institution operations, the payment deadline will be extended to the first business day following the conclusion of such circumstance. Light will make available to the Club a sales report in sufficient detail to permit the Club to identify the transactions taking place in that period. Unless otherwise agreed to in writing by Light, all payments will be in US dollars.

Club Membership Verifications: Clubs are required to verify their Club Membership details and upload these details on the GoSports Platform on a regular basis. By agreeing to this Agreement, the Club verifies that all information provided about their club is true, accurate, and complete to the best of their knowledge.

Payment Agent: You hereby appoint Light as your limited agent solely for the purpose of collecting payments for Membership. You agree that payment made by a Player shall be considered the same as a payment made directly to you and you will provide the Membership to Player in the agreed upon manner as if you had received the fees directly. You agree that, Light may, but is not required to, in accordance with your cancellation policy, refund to users the fees as specified or if in Light’s sole but reasonable discretion Light determines that you had not adhered to this Club Addendum or the Terms. In accepting appointment as your limited authorized agent, Light assumes no liability for any of your acts or omissions.

Taxes: If applicable and if required by applicable IRS regulations, Light or Light’s payment processor will issue any required 1099s to you. You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. Light cannot and does not offer tax-related advice. Additionally, please note that you are responsible for determining all applicable federal, state and local taxes and governmental fees, and for including any applicable taxes and fees to be collected in the applicable listings. Where applicable, or based upon your request, Light may issue a valid VAT invoice to you. “Tax” or “taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, state and federal or other withholding and personal or corporate income taxes.

Audit: Light shall have the right to audit and copy all of your books and records relating to Memberships to verify the payments made hereunder and that you have complied with these terms. If an audit reveals that you did not properly pay for all of your Club signups and Memberships through the Service, you will promptly pay Light the shortfall plus any costs for Light to have conducted the audit. Light may also terminate your account in such instance.

Financial Transactions Outside of the GoSports Platform: In the event that the Club is found to have conducted any financial transactions with Players outside of the GoSports platform in violation of this Agreement, the Club agrees that Light may pursue legal action to recover any damages incurred as a result of such violation. In addition to any other penalties or remedies available under this Agreement or applicable law, the Club shall be liable to pay all applicable fees that would have been incurred if such transactions were conducted through the GoSports platform, as well as any and all legal or administrative fees that Light incurs in remedying the violation. The Club acknowledges that these fees may be substantial and are reasonable in light of the damages that could be caused by such violations. The Club agrees to pay these fees promptly upon demand by Light.

KYC: As part of its commitment to maintaining the integrity of its platform and complying with applicable laws, Light may require Clubs to undergo a Know Your Customer (KYC) process. This process may require the Club to provide certain personal and financial information to Light, including but not limited to the Club's legal name, business address, tax identification number, banking information, and identification documents for any person authorized to act on behalf of the Club. Light may also conduct background checks on the Club and its authorized representatives. By using the GoSports platform, Clubs agree to cooperate with any KYC process that Light may require. Failure to comply with a KYC request may result in the suspension or termination of the Club's access to the GoSports platform. Light may also report any suspicious or illegal activity related to the Club to the appropriate authorities. Light will handle all personal and financial information obtained through the KYC process in accordance with its Privacy Policy. The Club acknowledges that the provision of false or misleading information during the KYC process may result in legal and financial consequences, and indemnifies Light from any claims, damages, or losses arising from such false or misleading information.


Marketing
You grant Light a non-exclusive, worldwide license to use and reproduce your Club name and/or logos and any materials you provide to Light for Light to market your Club and potential Memberships, both on the Service and in marketing emails. The Light will use reasonable efforts to promote your Clubs and potential Memberships through marketing emails or advertising, and use reasonable efforts to help you recruit new Players, all as Light reasonably determines. Any emails that Light sends on your behalf will include opt-out options and Light will manage the suppression lists. You shall separately also maintain your own email and marketing suppression lists. If you separately receive any opt-out request or request to stop receiving marketing, you shall notify Light in writing within two (2) business days of your receipt of the request to enable Light to add the opt-out information to its suppression list.


Club Disqualification and Termination
Clubs will be disqualified from the GoSports Service and terminated at Light's discretion, if the Club or their associated accounts engage in any suspicious, misleading, fraudulent, improper, unlawful or dishonest act or omission relating to financial transactions between Players and their Club (e.g., providing false or inaccurate information to Light). Light may withhold payments due to the Club for violations of this provision.
Clubs are prohibited from engaging in any activity that could harm the reputation of Light or the GoSports platform or negatively impact player experiences. Light reserves the right to disqualify a Club that fails to maintain high quality services and experiences, based on but not limited to factors such as excessive player reports about concerns with the Club, including but not limited to negative club reviews and excessive refund requests. In making such a determination, Light may consider any relevant factors in its sole discretion.


Player Data
Data Security: The Club agrees to take all necessary precautions to protect player data accessed through the GoSports platform. The Club shall use commercially reasonable efforts to prevent unauthorized access, use, or disclosure of player data. In the event of any unauthorized access, use, or disclosure of player data, the Club shall promptly notify Light in writing within 24 hours and take all necessary actions to remedy such incident.

Use of Player Data: The Club agrees to use player data accessed through the GoSports platform only for the purpose of providing services to the player. The Club shall not use or disclose player data for any other purpose without the prior written consent of the player or Light. If Club provides any emails or names of potential Players to Light, Club represents and warrants that Club has all rights to provide such information to Light for the purposes described in this Agreement. The parties will comply with applicable privacy laws in relation to their use of any such personal information.


Liability for Damages Caused by Club
Indemnification: The Club shall indemnify and hold harmless Light and its officers, directors, employees, agents and affiliates from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from or in connection with Light’s use or marketing of your Club name or logo, any act or omission of the Club, including but not limited to any misuse of player data, violation of applicable laws or regulations, or breach of the Terms or this Addendum.

Liability for Player or Spectator Injuries: The Club shall indemnify and hold harmless Light and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from or in connection with any injury, illness, or harm suffered by a player or spectator during or in relation to any Club activity, including but not limited to games, practices, and events. This indemnification includes, but is not limited to, claims arising from negligence, gross negligence, or willful misconduct of the Club, its officers, directors, employees, agents, or affiliates.