Facility Operator Agreement

This Facility Operator Agreement ("Agreement") is between CourtMate LLC ("Courtmate," "we," "us") and the business that registers a facility on Courtmate (the "Facility," "you"). It governs your use of the Courtmate facility-admin platform and your acceptance of payments through it. By creating a Facility account, onboarding to payments, or using the admin app, you agree to this Agreement on behalf of the Facility and represent that you are authorized to do so.

This Agreement incorporates the Terms of Service and Privacy Policy; if there is a conflict regarding the Facility relationship, this Agreement controls.

1. The Platform Services

Courtmate provides software for managing courts, schedules, reservations, programs, lessons, memberships, tournaments, members, communications, and payments, and grants the Facility a limited, non-exclusive, non-transferable, revocable license to use the admin platform for the term of this Agreement. You are responsible for your Facility account, the staff users you invite, the permissions you grant them, and all activity under your account, and will keep credentials secure and use available security features.

2. Your Role; Relationship of the Parties

• You are the operator and merchant. The Facility is solely responsible for its premises, courts, equipment, staff, coaches, programs, lessons, events, and for the safety, lawfulness, and quality of everything it offers. Courtmate is a technology and payments-facilitation provider only and is not the operator, organizer, employer, or insurer of any Facility activity.
• Independent businesses. Nothing here creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other.
• Your policies. You set your own pricing, availability, cancellation windows, refund rules, membership terms, and house rules, and are responsible for making them lawful and accurately configured in the platform.

3. Payments via Stripe Connect

Courtmate facilitates payments using Stripe Connect. To accept payments you must:

• create and maintain a Stripe Connected Account and complete Stripe's identity-verification (KYC) and onboarding; and
• agree to the Stripe Connected Account Agreement, which is between you and Stripe and includes the Stripe Services Agreement.

You authorize Courtmate, as your platform, to facilitate charges, refunds, payouts, and related operations on your Connected Account and to instruct Stripe accordingly. Payouts of your sales proceeds are made by Stripe to your Connected Account on Stripe's payout schedule, net of the amounts in Section 4. You are responsible for keeping your payout and bank details accurate.

4. Fees

• Platform fee. Courtmate charges a platform fee on transactions processed through the Services, as set out in the then-current fee schedule at courtmate.net/pricing or your order form. The platform fee and applicable payment-processing (Stripe) fees are deducted from the transaction before payout.
• Processing fees. Stripe's processing fees apply to each transaction per the Stripe Connected Account Agreement.
• Changes. We may change fees on prospective notice; continued use after the effective date constitutes acceptance.

5. Refunds, Chargebacks, and Disputes

• Refunds. You set and honor refund and cancellation policies for your activities. Refunds are returned from your sales proceeds; platform and processing fees may be non-refundable as permitted by Stripe.
• Chargebacks. You bear financial responsibility for chargebacks, disputes, and reversals on your sales, including associated fees, and authorize their recovery from your Connected Account balance or future payouts. You are responsible for responding with evidence within applicable deadlines.
• Negative balances. If your Connected Account balance is insufficient to cover refunds, chargebacks, or fees, you remain liable for the shortfall.

6. Taxes

• General responsibility. Except as stated below, the Facility is responsible for determining, collecting, reporting, and remitting all taxes (including sales, use, and similar taxes) arising from its services and its sales to members and players.
• Marketplace facilitator. Where applicable law requires Courtmate to act as a marketplace facilitator or provider, Courtmate will calculate, collect, and remit the applicable tax on the taxable portion of covered transactions, and the Facility will not also collect that tax on those transactions. Otherwise, the Facility remains responsible for determining and collecting applicable taxes on its services.
• Your cooperation. You will provide accurate tax-status and tax-configuration information (including any applicable exemptions) and keep it current in the platform, and you will reasonably cooperate with Courtmate on tax determination, collection, and reporting.
• Courtmate is responsible only for taxes on its own net income.

7. Member Data; Data Protection

• Roles. For personal data about your members and players that you collect or upload, you are the data controller and Courtmate is your processor, processing that data to provide the Services and per your reasonable instructions. Courtmate is an independent controller for limited purposes such as fraud prevention, security, billing, and platform improvement.
• Member migration. If you import member rosters (for example, by CSV), you represent and warrant that you have the right to provide that data to Courtmate and to invite those individuals, and that doing so complies with applicable law and any notices or consents you owe your members.
• Your obligations. You will provide your members a lawful privacy notice, obtain any required consents (including for minors and waivers), and handle member privacy requests relating to your own records.
• Sub-processors. Courtmate uses the sub-processors listed in the Privacy Policy (including Stripe, MongoDB Atlas, DigitalOcean, Sentry, and FingerprintJS) to provide the Services.

8. Your Responsibilities and Warranties

You represent and warrant that you will:

• operate your Facility and all activities in compliance with applicable laws, including consumer-protection, accessibility, health-and-safety, and automatic-renewal laws;
• accurately configure pricing, schedules, policies, and waivers;
• maintain appropriate insurance for your operations; and
• not use the Services to process payments unrelated to bona fide Facility activities, or in any manner prohibited by Stripe or applicable law.

9. Intellectual Property

Courtmate retains all rights in the Services. You retain rights in your Facility content (name, logos, descriptions, photos) and grant Courtmate a license to host and display that content to operate the Services and, unless you opt out, to list your Facility in Courtmate's public discovery features (such as facility search and public profiles).

10. Confidentiality

Each party may receive confidential information of the other and will protect it with reasonable care and use it only to perform under this Agreement, except for information that is public, independently developed, or required to be disclosed by law.

11. Disclaimers; Limitation of Liability

The Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, as described in the Terms of Service. To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, and Courtmate's total liability arising out of or relating to this Agreement will not exceed the total platform fees Courtmate earned from your transactions in the 12 months before the event giving rise to the claim. These limits do not cap your obligations for fees, refunds, chargebacks, taxes, or indemnification.

12. Indemnification

You will defend, indemnify, and hold harmless Courtmate and its officers, employees, and agents from any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Facility, premises, activities, staff, coaches, programs, lessons, or tournaments; (b) your content and your members' data, including your collection and upload of it; (c) your taxes; (d) your violation of law or this Agreement; or (e) disputes between you and your members or players.

13. Term, Suspension, and Termination

• This Agreement starts when you create a Facility account and continues until terminated.
• Either party may terminate for convenience on 30 days' notice, or immediately for material breach not cured within 15 days of notice.
• We may suspend or limit your access immediately to address fraud, security, legal, or payment-risk concerns, or instructions from Stripe.
• On termination, your license ends. You may export your data for a reasonable period (typically 30 days), after which we may delete it, subject to legal-retention and backup limits. Amounts owed survive termination.

14. Dispute Resolution; Governing Law

This Agreement is governed by the laws of the State of Texas, and disputes are subject to the arbitration and class-action-waiver provisions in Section 16 of the Terms of Service, except that either party may seek injunctive relief to protect its intellectual property or confidential information.

15. General; Contact

Assignment, severability, no-waiver, entire-agreement, force-majeure, and notice provisions in the Terms of Service apply to this Agreement.