League Lab User Agreement for Activities Providers

This User Agreement ("Agreement") is a contract between you and League Lab and applies to your use of League Lab's Services as an activities PROVIDER. You must read, agree with and accept all of the terms and conditions contained in this Agreement. In addition, you must read, agree with and accept any additional applicable agreements, including the League Lab Terms of Service and Privacy Policy.

In order to enter into this contract, you must be an owner, officer, or authorized representative of the company or organization (the activities PROVIDER) that you are representing. By accepting this Agreement, you are accepting it on behalf of your company or organization (PROVIDER), and all of its officers, agents, employees, and representatives.

We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it.

This is an important document which you must consider carefully when choosing whether to use the Service at any time. This Agreement also highlights certain risks of using the Services. Please note the following risks of using the League Lab service:

We may close, suspend, or limit your access to your Account or our Services if you violate this Agreement, or any other agreement you enter into with League Lab.

1. Use of Software

   League Lab grants You the right to Access (“Access”) and use the Service via the Website with the particular user roles available to You according to Your subscription type. This Access right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

2. Waiver and Release

   By using our Service, you recognize that as a third party Online Service Provider and an independent contractor for all purposes, League Lab is not responsible for the quality or safety of activities and services that you offer as a PROVIDER, and you release League Lab from any and all claims for injuries, death, damage, or loss of any kind which you may be brought against you for the products, services, or activities you offer through League Lab.

3. Eligibility

   To be eligible for our Services, you must be at least 18 years old and a resident of the United States.

   Identity Authentication

   You authorize League Lab, directly or through third parties, to make any inquiries we consider necessary to validate your identity. If you are opening an account that includes any form of payment processing, this may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report and verifying your Information against third party databases or through other sources.

4. Receiving Money

   Taxes

   It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. League Lab is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.

   Your Refund Policy and Privacy Policy

   We recommend that if you have a published refund policy and a published privacy policy on your website.

5. Closing Your Account

   You may close your Account at any time by contacting us an requesting to do so.

   Limitations on Closing Your Account

   You may not close your Account to evade an investigation. You will remain liable for all obligations related to your Account even after the Account is closed.

   Dormant Accounts

   If you do not log in to your Account for two or more years, League Lab may close your Account. League Lab will send you a notice prior to closing your Account.

6. Fees

   Fees Overview

   The fees listed below pertain to the different account types that include online payment. Accounts not accepting online payment are not subject to these fees.

   In some cases, the fees on your account may differ, in all or in part, from those listed here. Refer to the specific fee schedule or your contract with League Lab, the third party Payment Processor, PayPal, or other applicable third party provider for your exact fees.

   Some fees are expressed as a percentage of the payment amount. All fees are in U.S. Dollars unless otherwise stated.

   League Lab Fees

   By entering into this Agreement, you agree to pay the stated fees for Access to the Service, as well as for any additional fees or rates for integrated Components or Services that you have opted to add to your account, or to use. League Lab will give you notice during the use of the Service if any additional functionality or aspect of the Service costs extra to use. League Lab reserves the right to change the fees for Access, or for additional Components and Services. However, League Lab will provide notice to you at least 30 days in advance of any changes to stated fees or rates that would affect you. League Lab will provide invoices to you detailing the amount you owe for Access and for the use of any additional Components or Services.

   TeamPayer Fees

   TeamPayer is an online payment tool that helps Captains and Players share the team fee in situations where “Captains Pay.” The TeamPayer functionality is optional for Captains and Players to use at their own discretion and convenience. TeamPayer allows a Captain to assign a fee share to the players they invite to their team. The players can then opt to pay their share online directly to the activities PROVIDER, which reduces the balance the Captain owes the PROVIDER.

   When a player chooses to pay a fee share online via TeamPayer, the player will pay an additional TeamPayer Convenience Fee that is added to the amount requested by the Captain. This fee is received by the PROVIDER through their payment processing method, and then a share of these funds is paid to League Lab as defined by the rates below. If a TeamPayer fee is collected, the League Lab share will be included on the next invoice for the Service.

   If your account includes online payment, you agree that the TeamPayer functionality will be enabled on your account. You agree that you will not discourage use of the TeamPayer functionality for any reason, or apply any surcharges to payments received through TeamPayer. You agree that payment of the TeamPayer fee shares to League Lab will occur on the normal billing schedule of your account.

   You agree to the following fee structure for all payments:

   TeamPayer Convenience Fee on all Player Share Payments: $2.00

   PROVIDER share of each TeamPayer Convenience Fee: $1.00

   League Lab share of each TeamPayer Convenience Fee: $1.00

   Note: Rates listed are BEFORE any merchant terminal, payment processing, or PayPal fees are applied or deducted from the PROVIDER’s share. As shown on invoices, League Lab’s share is not subject to variable merchant, PayPal, or electronic payment processing or recovery rates and fees. When these fees are applied, the PROVIDER’s share will be slightly less than a dollar, depending on the amount of the overall transaction.) For example, a PROVIDER would retain approximately $0.96 when standard merchant fees were deducted.

   Merchant Account Fees

   League Lab recommends certain third party Merchant Account and Online gateway providers for PROVIDERS wishing to add these services. While League Lab works with merchant service providers as a reseller to bundle fees, simplify the approval process, and get discounts for PROVIDERS using our Service, your rates and fee schedule are wholly determined by your contract with the third party Payment Processor who is providing these services, and you should refer to that contract to determine your costs. League Lab’s published Merchant Account rates are typical, but not guaranteed. Some PROVIDERS may not qualify for these rates: Monthly: $35 Each Transaction: 3.5% + $0.25

   PayPal Fees

   League Lab integrates the PayPal payment processing service in order to give PROVIDERS another choice for accepting payments on their site. If you have opted to use PayPal payment processing integration, your rates with PayPal will be determined by your account type and PayPal’s fee schedule. By using PayPal as integrated with our Service, you should be aware that you are bound separately by PayPal’s agreements for use of their service, and their fee schedule. Refer to the Legal Agreements for PayPal Services on PayPal’s website for this information.

7. Restricted Activities

   In connection with your use of our website, your Account, or the Services, or in the course of your interactions with League Lab, a User or a third party, you will not:

   1. Breach this Agreement, the League Lab Terms of Service, the League Lab Privacy Policy, or any other agreement or policy that you have agreed to with League Lab;
   2. Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
   3. Infringe League Lab’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
   4. Sell counterfeit goods.
   5. Act in a manner that is defamatory, trade libelous, threatening or harassing;
   6. You will not advertise or otherwise market alcohol-related or other mature content without appropriate age-based restrictions.
   7. Provide false, inaccurate or misleading information;
   8. Send or receive what we reasonably believe to be potentially fraudulent funds;
   9. Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
   10. Use an anonymizing proxy;
   11. Control an Account that is linked to another Account that has engaged in any of these Restricted Activities.
   12. Conduct your business or use the Services in a manner that results in or may result in complaints, Disputes, Claims, Reversals, Chargebacks, fees, fines, penalties and other liability to League Lab, a User, a third party or you;
   13. Use your Account or the Services in a manner that League Lab, Visa, MasterCard, American Express, Discover, League Lab or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
   14. Allow your Account to have a negative Balance;
   15. Disclose or distribute another User's Information to a third party, or use the Information for marketing purposes unless you receive the Users express consent to do so;
   16. Take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers;
   17. Use the Service to test credit card behaviors.

8. Your Liability - Actions We May Take

   Your Liability

   You are responsible for all Reversals, Chargebacks, Claims, fees, fines, penalties and other liability incurred by League Lab, a League Lab User, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse League Lab, a User, or a third party for any and all such liability.

   Reimbursement for Your Liability

   If you are overdue on scheduled payments for League Lab services, you authorize League Lab to try to recover the amount you owe from the payment method you have on file. If recovery is unsuccessful, you agree to pay the balance in full by another means. If you do not do so, League Lab may engage in collection efforts to recover such amounts from you.

   Actions by League Lab

   If we have reason to believe that you have engaged in any Restricted Activities, we may take various actions to protect League Lab, a User, a third party, or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

   1. We may close, suspend, or limit Access to your Account or the Services (such as limiting access to your admin area, ability to accept registration, schedule games and activities, or post content and announcements via the Service).
   2. We may contact buyers who have purchased services or good from you, contact your bank or credit card issuer, and/or warn other Users, law enforcement, or impacted third parties of your actions;
   3. We may update inaccurate Information you provided us;
   4. We may refuse to provide our Services to you in the future
   5. We may take legal action against you.

   League Lab, in its sole discretion, reserves the right to terminate this Agreement, Access to its website, or access to the Service for any reason and at any time upon notice to you.

   Account Closure, Termination of Service, or Limited Account Access

   If we close your Account or terminate your use of our Services for any reason, we will provide you with notice of our actions. If we limit Access to your Account, we will provide you with notice of our actions and the opportunity to request restoration of Access if appropriate.

   Closure of a PROVIDER Account

   Customer information, registration data, league content, team instances, schedules, and game result data that is collected or created during use of the Service is all owned by the PROVIDER. Upon request by the PROVIDER, League Lab will make a good faith effort to export and provide this data in .csv format within 90 days of closure of a PROVIDER account. If you request a different format or data type for this information, League Lab my charge additional, reasonable fees for extracting, formatting, and transmitting the data to you. PARTICIPANT payment information and some other private, Service specific data elements like usernames and passwords, is not owned by the PROVIDER and will not be provided upon account closure.

   Acceptable Use Policy Violation by a PROVIDER - User Fines

   If you violate this Agreement as a PROVIDER in any way that is harmful to League Lab or another User, we may fine you up to $2,500.00 USD for each such violation and/or take legal action against you to recover additional losses we incur. You acknowledge and agree that a fine up to $2,500.00 USD is presently a reasonable minimum estimate of League Lab's damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to League Lab that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult.

   PROVIDER Privacy and Communications

   We reserve the right to send PROVIDERS certain communications relating to the League Lab service, such as service announcements, and administrative messages that are considered part of your League Lab account, without offering you the opportunity to opt out of receiving them.

9. Disputes with League Lab

   Contact League Lab First

   If a dispute arises between you and League Lab, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly.

   Law and Forum for Disputes

   You are contracting with League Lab Inc, of Seattle, WA 98121, United States, and Washington state law governs the interpretation of this contract and applies to claims for breach of it, regardless of conflict of laws principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of your state of residence in the United States. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, U.S.A., for all disputes arising out of or relating to this contract.

   Improperly Filed Litigation

   All claims you bring against League Lab must be resolved in accordance with section 9 of this Agreement. All claims filed or brought contrary to section 9 shall be considered improperly filed a breach of this Agreement. Should you file a claim contrary to section 9, League Lab may recover attorneys fees and costs (including in-house attorneys and paralegals ) up to $1,000.00 USD, provided that League Lab has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

   No Waiver

   Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

   Limitations of Liability

   IN NO EVENT SHALL WE, OUR PARENT, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

   No Warranty

   LEAGUE LAB, OUR PARENT, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SERVICES AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. LEAGUE LAB, OUR PARENT, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. League Lab does not have any control over the products or services or activities that are paid for with our Service and League Lab cannot ensure that a User you are dealing with will actually complete the transaction or is authorized to do so. League Lab does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from state to state.

   Indemnification

   You agree to defend, indemnify and hold League Lab, officers, directors and employees harmless from any claim or demand (including attorneys fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Services.

   Release of League Lab

   If you have a dispute with one or more Users, you release League Lab (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. In addition, you waive California Civil Code §1542, which says: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.

   Complete Agreement

   This Agreement and the Terms of Service sets forth the entire understanding between you and League Lab with respect to the Service. Sections 1, 5, 6, 8, 9 and 10, as well as any other terms which by their nature should survive, will survive the termination of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

10. Definitions

    1. “Access” means your right and ability to use the Service via the Website. This Access right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
    2. "Access Fee" means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which League Lab may change from time to time on notice to You), or in accordance with a separate fee schedule you have agreed to with League Lab.
    3. "Account" or "League Lab Account" means a League Lab site and services account.
    4. "Agreement" means this agreement including all subsequent amendments.
    5. "Business Days" means Monday through Friday, excluding Holidays.
    6. “Captains Pay” means that the Captain or organizer of a team registers the team, and then is responsible for the entire payment of the team’s fee.
    7. "Commercial Entity Agreement" means the agreement that commercial entities are required to enter into directly with League Lab's payment processor(s).
    8. "Chargeback" means a request that a buyer files directly with his or her credit card company or credit card issuing bank to invalidate a payment.
    9. "Claim" means a claim filed directly with League Lab in the Online Resolution Center pursuant to section 13 of this Agreement.
    10. "Confirmed Address" means an address that has been reviewed by League Lab and found highly likely to be that of the User to which it is associated.
    11. "Customer Service" is League Lab's customer support which can be accessed online.
    12. "Days" means calendar days.
    13. "Dispute" means a dispute filed directly with League Lab.
    14. "Fees" means those amounts stated in section 8 of this Agreement.
    15. "Information" means any confidential and/or personally identifiable information or other information related to an Account or User, including but not limited to the following: name, email address, billing/shipping address, phone number and financial information.
    16. "League Lab," "we," "us" or "our" means League Lab, Inc. and its subsidiaries and affiliates.
    17. "Policy" or "Policies" means any Policy or other agreement between you and League Lab that you entered into on the League Lab website, or in connection with your use of the Services.
    18. “Participant” or “PARTICIPANT” is any player, coach, team organizer, parent, legal guardian, or other person that interacts with the League Lab Services in order to register a team, a group, or as an Individual for activities offered by a PROVIDER via the League Lab Services.
    19. “Provider”, “Activities Provider,” or “PROVIDER” is an organization using League Lab Services to offer leagues, tournaments, events, parties, sports sessions, or other participatory activities.
    20. "Restricted Activities" means those activities described in section 9 of this Agreement.
    21. "Service" means all our products and services and any other features, technologies and/or functionalities offered by us on our website or through any other means.
    22. "Substantial Change" means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.
    23. "User," "you" or "your" means you and any other person or entity using the Service.
    24. “Website” means the League Lab website on the internet, and the associated PROVIDER branded website that is part of the Service.