Merchant Services Agreement

Last Updated: April 28, 2026

Effective Date: April 28, 2026

Acceptance and Scope
Definitions
Eligibility and Onboarding
Relationship of the Parties
Stripe Connect and Payment Processing
Listings, Pricing, and Service Standards
Platform Fees, Capture, and Payouts
Refunds, Cancellations, Chargebacks, and Disputes
Reserves, Debits, and Offsets
Taxes and Tax Reporting
Insurance
Specialist Representations and Warranties
Compliance with Law and Youth Protection
Confidentiality and Customer Data
Intellectual Property
Suspension and Termination
Limitation of Liability
Indemnification
Dispute Resolution
General Terms
Contact Information

1. Acceptance and Scope

This Merchant Services Agreement (the “Agreement” or “MSA”) is a binding contract between PointShot, Inc., a Delaware corporation with its principal place of business at 311 Main Street, 3rd Floor, Worcester, MA 01608 (“PointShot,” “we,” “us,” or “our”), and the individual or entity that has registered as a Specialist on the PointShot platform (“Specialist,” “you,” or “your”). The Agreement governs your offering and provision of paid services and products to Customers through the Service.

By creating a Specialist account, completing Specialist onboarding, listing services for sale on the Service, accepting any payment through the Service, or otherwise indicating acceptance of this Agreement, you agree to be bound by it. If you are accepting this Agreement on behalf of an entity, you represent that you have authority to bind that entity, in which case “Specialist” refers to that entity.

This Agreement is in addition to, and incorporates by reference, PointShot’s Terms of Service (the “ToS”), Privacy Policy, and Refund Policy (collectively with the ToS and Privacy Policy, the “Platform Terms”). To the extent of a conflict between this Agreement and the Platform Terms with respect to a Specialist’s commercial relationship with PointShot, this Agreement controls. To the extent of a conflict between this Agreement and the Refund Policy with respect to refund or cancellation eligibility for a Customer, the Refund Policy controls.

If you do not agree to this Agreement, you may not list services, offer products, or accept payments through the Service.

PLEASE READ SECTIONS 17, 18, AND 19 CAREFULLY. They describe limitations on PointShot’s liability to you, your obligation to indemnify PointShot, and a binding arbitration agreement that affect how disputes between you and PointShot are resolved.

2. Definitions

Capitalized terms used but not defined in this Agreement have the meanings given in the ToS. The following additional terms apply:

“Customer” means an athlete, a parent or legal guardian of an athlete, or any other end user who purchases or pays for a Service through the Service.
“Service” (capitalized) has the meaning given in the ToS — the PointShot website, applications, and tools.
“Specialist Service” (lowercase “service”) means each session, package, plan, subscription, product, or other offering you list on or sell through the Service.
“Application Fee” means the platform fee retained by PointShot on each transaction, as set forth in Section 7.
“Connected Account” means the Stripe Connect account that PointShot creates for you, or causes to be created for you, to enable payment processing.
“Stripe Agreement” means the Stripe Connected Account Agreement available at https://stripe.com/connect-account/legal/full, as updated from time to time, or any successor or replacement agreement Stripe designates as applicable to PointShot’s Connect program.
“Payout Balance” means the balance of funds held in your Connected Account that is available for transfer to your designated bank account.

3. Eligibility and Onboarding

3.1 Eligibility

To act as a Specialist, you must:

Satisfy the Specialist eligibility, verification, and credentialing requirements set forth in ToS §3.3, including U.S. Center for SafeSport status verification where applicable and certification verification with governing bodies (including USA Hockey and Hockey Canada for hockey Specialists).
Be at least 18 years old and have the legal capacity to enter into this Agreement.
Be authorized to do business in the United States and in any state in which you offer services.
Hold all professional licenses, certifications, registrations, and other authorizations required by applicable law for the Specialist Services you offer (see ToS §3.3 and §13.3).
Not be subject to any sanction, disciplinary action, suspension, revocation, or restriction that would prevent or limit your eligibility to work or communicate with minors, including under the rules of the U.S. Center for SafeSport, the SafeSport Code, the Protecting Young Victims from Sexual Abuse and Safe Sport Authorization Act of 2017, any governing body, or any state licensing authority.

3.2 Onboarding

Before listing or selling Specialist Services, you must complete:

PointShot’s Specialist registration and credential-verification process.
Connected Account onboarding through Stripe Connect, including identity verification, business information, and tax-information collection. PointShot may delay activation of your Specialist account until Connected Account onboarding has been completed and verified by Stripe.
Acceptance of this Agreement and the Stripe Agreement.

3.3 Continuing Obligations

You must keep your registration information, certifications, professional licenses, Connected Account information, and tax information current and accurate. You must notify PointShot at support@pointshot.com promptly upon any material change, including any disciplinary action, certification expiration, license suspension or revocation, change of business form, change of taxpayer identification number, or change of beneficial ownership.

4. Relationship of the Parties

4.1 Independent Contractor

You are an independent contractor of, and not an employee, agent, partner, joint venturer, or franchisee of, PointShot. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or fiduciary relationship between you and PointShot. You have no authority to bind PointShot or to make representations on PointShot’s behalf, and you will not represent yourself as having any such authority.

4.2 Seller of the Specialist Service

You are the seller of, and are solely responsible for, each Specialist Service you offer through the Service, including its quality, fitness for purpose, safety, legality, and conformity with any description or representation made about it. PointShot is a marketplace and software platform; PointShot does not provide, supervise, or warrant the Specialist Services and is not a party to the service contract between you and a Customer (see ToS §2.2).

4.3 Merchant of Record for Payment Processing

For each transaction processed through the Service in which a Customer pays for a Specialist Service, PointShot acts as the merchant of record for purposes of payment processing on the Connected Account architecture used by PointShot. This means PointShot’s name, descriptor, or designated descriptor will appear on Customer card statements; PointShot is the entity to which Customers initiate refund and chargeback claims; and Stripe debits PointShot’s platform account in the first instance for refunds, chargebacks, and reversals. The economic effect of those refunds, chargebacks, and reversals is allocated to you under Sections 8 and 9.

Nothing in this Section 4.3 makes PointShot the seller of, or a party to, the underlying Specialist Service.

5. Stripe Connect and Payment Processing

5.1 Connected Account

Payment processing on the Service is operated through Stripe, Inc. (“Stripe”) under Stripe Connect. PointShot creates, or causes to be created, a Connected Account for each Specialist. PointShot operates the Connect program and configures the Connected Account; you do not have direct access to a Stripe Dashboard.

5.2 Stripe Agreement

By accepting this Agreement, registering for, or using your Connected Account, you agree to and accept the Stripe Agreement at https://stripe.com/connect-account/legal/full, as updated from time to time. PointShot may, when required by Stripe or by changes in law, present to you and require your acceptance of an updated Stripe Agreement or successor agreement. If you do not accept any required Stripe Agreement update, PointShot may suspend your ability to receive payouts and may terminate this Agreement.

You acknowledge that Stripe is a third-party service provider to PointShot and to you. PointShot is not responsible for Stripe’s services, decisions, or actions, including Stripe’s identity verification outcomes, holds, freezes, payout schedules, or account decisions. Disputes between you and Stripe are governed by the Stripe Agreement.

5.3 Charge Architecture

PointShot uses destination charges with an application fee. For each Customer purchase: (a) the charge is created on PointShot’s platform account; (b) the funds, less the Application Fee, are transferred to your Connected Account; and (c) the Application Fee is retained by PointShot. PointShot may, in its discretion and on notice to you, change the charge architecture (for example, to direct charges or separate charges and transfers) where doing so does not materially reduce your economics.

5.4 Capture Timing

Customer payments are captured immediately at the time the Customer completes checkout. Funds are not held in escrow pending performance of the Specialist Service. Payouts from your Connected Account to your designated bank account follow the payout schedule configured by PointShot in Stripe, subject to Stripe’s standard hold and verification practices.

5.5 Authorization to Act on Your Behalf

You authorize PointShot to: (a) create and manage your Connected Account on your behalf, including accepting the Stripe Agreement at onboarding; (b) initiate payments, refunds, transfers, and reversals on your Connected Account; (c) configure payout schedules and minimums on your Connected Account; (d) respond to and provide information to Stripe in connection with your Connected Account, including for identity, tax, and risk-management purposes; and (e) take any further action with respect to your Connected Account that PointShot reasonably determines is necessary to operate the Service, comply with the Stripe Agreement, comply with applicable law, or manage risk.

6. Listings, Pricing, and Service Standards

6.1 Listings

You are responsible for the content of each Specialist Service listing, including its title, description, price, duration, prerequisites, and any other terms. Listings must be accurate, complete, and not misleading. You must not list any service or product that you are not legally authorized to provide, that you cannot perform, or that violates the ToS, this Agreement, the Platform Terms, or applicable law.

6.2 Pricing

You set the price of each Specialist Service. Prices must be denominated in U.S. dollars, must include all amounts you intend to charge the Customer (other than any taxes you are obligated to collect), and must be reasonable and consistent with the description of the Specialist Service. You must not list a price that is artificially inflated to recoup off-platform costs in a way that violates the non-circumvention obligations in Section 6.4.

6.3 Service Performance

You must perform each purchased Specialist Service in accordance with its listing, with reasonable care and skill, on a timely basis, and in compliance with applicable law and applicable governing-body, SafeSport, and licensing-authority rules. You must respond to Customer communications through the Service in a reasonable time. Repeated late performance, no-shows, unresponsiveness, low ratings, substantiated complaints, or substandard delivery may result in suspension or termination under Section 16.

6.4 Non-Circumvention

You must not, and must not encourage any Customer or other person to:

Complete a transaction for a PointShot-sourced Specialist Service off-platform.
Solicit or accept payment from a PointShot Customer for a Specialist Service outside the Service in order to avoid the Application Fee.
Disclose to any Customer your direct contact information, payment instructions, or off-platform services in a manner intended to circumvent the Service.
Interfere with PointShot’s ability to collect the Application Fee on a transaction sourced through the Service.

The Service includes features and policies that prohibit fee circumvention (see ToS §5.2). A breach of this Section 6.4 is a material breach of this Agreement and entitles PointShot, in addition to other remedies, to: (i) charge you a circumvention fee equal to the Application Fee that would have applied had the transaction been completed through the Service, multiplied by the number of off-platform transactions, plus reasonable enforcement costs; and (ii) terminate this Agreement immediately under Section 16.4.

6.5 Recurring Services

If you offer Specialist Services on a recurring or subscription basis, you must comply with the recurring-billing rules in ToS §9, including the auto-renewal disclosure and cancellation requirements applicable in California, New York, Oregon, Illinois, and any other state with comparable laws. You may not establish renewal terms, free trials, or auto-conversion mechanics that violate applicable consumer-protection law.

7. Platform Fees, Capture, and Payouts

7.1 Application Fee

PointShot retains an Application Fee equal to fifteen percent (15%) of the gross amount paid by the Customer for each Specialist Service transaction, including each invoice generated under a recurring Specialist Service. The Application Fee is calculated on the gross transaction amount before any taxes the Specialist is obligated to collect and remit.

7.2 Stripe Processing Fees

PointShot pays Stripe’s payment-processing fees on Customer transactions out of the Application Fee. You are not separately charged Stripe’s payment-processing fees on the gross transaction amount.

7.3 Specialist Net Receipt

For each transaction, your gross share is the gross amount paid by the Customer minus the Application Fee. From your gross share, Stripe and PointShot may deduct: (a) refunds, returns, chargebacks, and reversals attributable to your Specialist Service (see Sections 8 and 9); (b) chargeback fees, dispute fees, and similar fees imposed by Stripe or a card network in connection with your transactions (see Section 8.4); (c) reserves established under Section 9; (d) any taxes or amounts required to be withheld by law; and (e) any other amounts authorized by this Agreement.

7.4 Payouts

Payouts from your Connected Account to your designated bank account follow the schedule configured by PointShot in Stripe Connect from time to time. Payout cadence, hold periods, and minimum payout amounts may be adjusted by PointShot with notice to you. Stripe’s verification, identity, and risk-management practices may delay any individual payout.

7.5 Changes to Fees

PointShot may change the Application Fee, the fee structure, or any other commercial term in this Agreement on thirty (30) days’ prior notice to you, sent to the email address associated with your Specialist account or by in-product notice. Continued listing or sale of Specialist Services after the effective date of the change constitutes acceptance. If you do not agree to the change, you may terminate this Agreement under Section 16.1 before the change takes effect.

7.6 Currency and Cross-Border

Transactions are denominated in U.S. dollars only. You must maintain a U.S. bank account capable of receiving Stripe Connect payouts. International payouts are not currently supported.

8. Refunds, Cancellations, Chargebacks, and Disputes

8.1 Refund Policy Controls

Refund and cancellation eligibility for Specialist Services is governed by PointShot’s Refund Policy, by this Agreement, and by applicable law. You may not establish or apply refund or cancellation terms that conflict with PointShot’s Refund Policy, and any conflicting term in your listing is void.

8.2 Specialist-Set Cancellation Windows

PointShot may make available a set of pre-approved cancellation policy options (for example, lead-time-based partial-refund tiers) from which you may select for individual Specialist Services. Selecting a cancellation option does not override the Refund Policy or this Agreement; it operates within the framework PointShot has approved.

8.3 Refunds Initiated by PointShot

PointShot may, in its discretion or as required by the Refund Policy, the ToS, or applicable law, issue a full or partial refund to a Customer through Stripe without your separate consent. PointShot will notify you of refunds it initiates. The economic effect of the refund is allocated to you as follows: (a) the refunded portion of the gross transaction amount is debited from your Connected Account or, if insufficient, from your Payout Balance or future payouts, under Section 9; and (b) PointShot’s Application Fee is refunded to the Customer in proportion to the refunded portion, except that PointShot may, in its discretion, retain some or all of the Application Fee on a refund attributable to your breach (for example, no-show, undelivered service, or failure to perform to the listed specification).

8.4 Chargebacks and Disputes

If a Customer initiates a chargeback, dispute, or inquiry with their card issuer, network, or other payment provider with respect to a transaction processed through the Service:

Stripe debits PointShot’s platform account for the disputed amount and any applicable dispute fee.
PointShot debits the disputed amount from your Connected Account or your Payout Balance under Section 9. If the chargeback is ultimately resolved in PointShot’s or your favor, PointShot will credit the recovered amount back to you (less any non-recoverable fees).
You bear all chargeback fees, dispute fees, and reversal fees imposed by Stripe or the card network on transactions involving your Specialist Services, which PointShot may pass through and debit from your Connected Account or Payout Balance.
You must promptly provide PointShot with all evidence reasonably necessary to challenge a chargeback or dispute, including session records, communications with the Customer, performance proof, and any other documentation. PointShot may decide, in its discretion, whether to challenge a chargeback or accept it, and PointShot’s decision is final.

8.5 No Off-Platform Refunds

You must not refund a Customer for a PointShot transaction off-platform, by cash, third-party app, gift card, or any other means. All refunds for Service-sourced transactions must flow through the Service so that PointShot can record the refund, reverse the Application Fee where applicable, and maintain accurate transaction history. Off-platform refunds violate this Agreement and may be deemed fee circumvention under Section 6.4.

8.6 Subscription Refunds

For recurring Specialist Services, refund eligibility for a billing period is governed by the Refund Policy and applicable consumer law. Cancellation takes effect at the end of the then-current billing period unless otherwise required by law (see ToS §9.3 and §9.4). Where a refund of a subscription invoice is required, Section 8.3 applies.

9. Reserves, Debits, and Offsets

9.1 Right to Debit and Offset

You authorize PointShot to debit your Connected Account, your Payout Balance, and any future payouts payable to you, and to set off against any amount owed to you under this Agreement, in each case without further notice or consent, for any of the following:

Refunds, returns, chargebacks, reversals, and adjustments attributable to your Specialist Services.
Chargeback fees, dispute fees, network fees, and similar fees passed through under Section 8.4.
Circumvention fees and enforcement costs under Section 6.4.
Indemnification obligations under Section 18.
Amounts owed to PointShot under this Agreement, the ToS, or any other agreement between you and PointShot.
Amounts required to be withheld or paid to a tax authority by law.

9.2 Reserves

PointShot may establish a reserve on your Payout Balance, in an amount and for a duration PointShot determines is reasonable based on your transaction volume, dispute rate, refund rate, risk profile, or other factors. PointShot may increase, decrease, or release the reserve at any time. Funds in reserve remain your property but are not available for payout while in reserve. PointShot will provide you with a description of the reserve through your Specialist account or by email.

9.3 Recourse if Balances Are Insufficient

If your Connected Account balance, Payout Balance, and future payouts are insufficient to cover amounts owed under Section 9.1, you remain liable for the deficiency. PointShot may, after giving notice and a reasonable opportunity to cure, (a) charge any payment method you have on file with PointShot or Stripe; (b) require you to fund the deficiency by ACH or wire; (c) refer the deficiency for collection; and (d) exercise any other remedy available at law or in equity.

9.4 No Interest on Held Funds

PointShot is not required to pay interest on, and you waive any claim to interest on, funds held in your Connected Account, your Payout Balance, or any reserve, except where expressly required by applicable law.

10. Taxes and Tax Reporting

10.1 Specialist Tax Responsibility

You are solely responsible for determining, collecting, reporting, and remitting all taxes applicable to your Specialist Services, including federal, state, and local income tax; self-employment tax; and any sales, use, gross-receipts, or similar transaction taxes that apply in any jurisdiction in which you offer or perform Specialist Services. PointShot does not provide tax advice, does not warrant the taxability of any Specialist Service, and is not currently acting as a marketplace facilitator for sales-tax purposes.

10.2 Tax Information

You must provide accurate and complete tax-identification information (including a valid taxpayer identification number) and must keep that information current. You authorize PointShot and Stripe to use your tax information to comply with tax-reporting obligations.

10.3 Information Reporting (Form 1099)

Tax-information reporting in connection with your Connected Account, including IRS Form 1099-K where applicable, is performed by Stripe through Stripe Connect (see ToS §3.3 and §8.6). PointShot does not separately issue Form 1099-NEC, Form 1099-MISC, or any successor form to you in respect of payouts processed through Stripe Connect, except where required by law or where PointShot determines in its discretion that a separate reporting form is necessary.

10.4 Withholding

If applicable law requires PointShot or Stripe to withhold or deduct taxes from any payout to you, PointShot or Stripe may do so and remit the withheld amount to the appropriate tax authority. Withheld amounts will be treated as paid to you for purposes of this Agreement.

10.5 Marketplace Facilitator Reservation

PointShot reserves the right to begin acting as a marketplace facilitator for sales- or transaction-tax purposes in any state, on notice to you. If PointShot does so, PointShot may calculate, collect, and remit the applicable tax on Specialist Services sold to Customers in that state, and the allocation of taxes between you and PointShot will be adjusted accordingly. You will reasonably cooperate with PointShot in implementing any such change.

11. Insurance

11.1 Required Coverage

For so long as you offer Specialist Services through the Service, you must obtain and maintain, at your sole cost and expense, the following insurance coverage from insurers reasonably acceptable to PointShot:

Commercial General Liability insurance covering bodily injury, property damage, and personal and advertising injury, with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate.
Professional Liability / Errors and Omissions insurance covering claims arising from your professional services (including coaching, training, instruction, and any specialized services you offer such as nutrition, strength and conditioning, athletic training, or mental performance consulting), with limits of not less than $1,000,000 per claim and $2,000,000 in the aggregate.

PointShot may, on notice to you, adjust the required coverages and limits based on the nature of the Specialist Services you offer or the volume of your transactions.

11.2 Certificates of Insurance and Additional Insured

On PointShot’s written request, you must provide a Certificate of Insurance evidencing the coverages required by Section 11.1. PointShot may, on written request, require that PointShot, Inc. be named as an additional insured on your Commercial General Liability policy with respect to your Specialist Services, and you must use commercially reasonable efforts to comply with that request.

11.3 Notice of Lapse

You must notify PointShot at support@pointshot.com promptly if any required insurance coverage lapses, is canceled, is materially reduced, or is denied. Failure to maintain required insurance is a material breach of this Agreement and grounds for suspension or termination under Section 16.

11.4 No Substitute for Liability

The required insurance is a minimum standard. Compliance with this Section 11 does not limit your liability under this Agreement, including your indemnification obligations under Section 18.

12. Specialist Representations and Warranties

You represent and warrant to PointShot, on a continuing basis, that:

You have the legal right, power, capacity, and authority to enter into and perform this Agreement.
You hold all professional licenses, certifications, registrations, and authorizations required by applicable law for the Specialist Services you offer in every jurisdiction in which you offer or perform them, and you will maintain those credentials in good standing for the duration of your use of the Service.
You are not currently sanctioned, suspended, or prohibited from working with minors or from working in your professional capacity by any governing body, the U.S. Center for SafeSport, any state licensing authority, or under any applicable law (including the Protecting Young Victims from Sexual Abuse and Safe Sport Authorization Act of 2017 and analogous state laws).
You are not a person or entity, and you are not owned or controlled by a person or entity, that is on a U.S. government sanctions or restricted-party list, including OFAC’s Specially Designated Nationals List.
All information you provide to PointShot and Stripe (including identity, tax, banking, certification, and license information) is accurate, complete, and current.
Your Specialist Service listings and your performance of Specialist Services do not and will not infringe, misappropriate, or violate the rights (including intellectual-property, privacy, publicity, or contractual rights) of any third party.
You will perform Specialist Services in compliance with this Agreement, the Platform Terms, and applicable law.

13. Compliance with Law and Youth Protection

13.1 General Compliance

You must comply with all applicable federal, state, and local laws, regulations, and rules in your provision of Specialist Services and your use of the Service.

13.2 SafeSport, Mandatory Reporting, and Youth Protection

You acknowledge that the Service may bring you into contact with minor athletes. You must:

Comply with the U.S. Center for SafeSport Code, the SafeSport policies of any governing body whose certifications you hold, and the youth-protection rules of any organization for which you are a covered individual.
Comply with all federal and state mandatory-reporting obligations applicable to you, including the Protecting Young Victims from Sexual Abuse and Safe Sport Authorization Act of 2017 and analogous state mandatory-reporter statutes (see ToS §5.3).
Refrain from one-on-one private contact with minor athletes outside of approved Service features and outside of the standards required by applicable youth-protection rules.
Promptly notify PointShot at support@pointshot.com of any disciplinary action, suspension, revocation, investigation, conviction, charge, or other event that bears on your eligibility to interact with minors.

PointShot is not a recipient of mandatory reports under federal or state law and cannot make those reports on your behalf. Your obligation to report directly to the U.S. Center for SafeSport (where within its jurisdiction) and to public authorities is independent of, and is not satisfied by, any notice you give PointShot.

13.3 Background Information

PointShot may from time to time require, or rely on, background-information checks performed by PointShot, by a third-party service provider, or by a governing body’s certification-lookup tool. You authorize PointShot to perform or rely on those checks consistent with applicable law and to take action under this Agreement based on their results.

14. Confidentiality and Customer Data

14.1 Confidential Information

In the course of using the Service, you may receive PointShot Confidential Information, including non-public technical, business, financial, product, and operational information, and information about Customers. You must hold PointShot Confidential Information in confidence, use it only for purposes of performing under this Agreement, and protect it with at least the same degree of care you use for your own confidential information of like importance (and in any event no less than reasonable care). The confidentiality obligation does not apply to information that is or becomes publicly available through no fault of yours, that you can demonstrate you knew before disclosure without obligation of confidence, or that you independently develop without use of PointShot Confidential Information.

14.2 Customer Data

PointShot collects and processes Customer personal information as described in the Privacy Policy. Customer information you receive through the Service, including a Customer’s name, contact information, athletic information, performance data, payment history, and User Content, is provided to you solely for the purpose of providing Specialist Services to that Customer through the Service. You must:

Use Customer information only for that purpose, and not for marketing, solicitation, off-platform contact, sale, lease, or transfer to any third party.
Protect Customer information with appropriate administrative, technical, and physical safeguards.
Comply with applicable privacy and data-protection laws, including the California Consumer Privacy Act, as amended (CCPA/CPRA), and other state consumer-privacy laws.
Not export, retain, or repurpose Customer information after termination of a service relationship with that Customer, except where retention is necessary for tax, legal, or compliance recordkeeping.
Promptly notify PointShot at support@pointshot.com if you become aware of any unauthorized access, disclosure, or use of Customer information in your possession or control.

14.3 Privacy Compliance

You must comply with the Privacy Policy as it applies to you, including the rules governing minors and parental administration (see ToS §4 and Privacy Policy §13).

14.4 No Marketing to Minors

You must not market to or solicit a minor athlete directly through or outside the Service. Marketing or solicitation directed to a minor’s account must be directed to the Parent (as defined in the ToS) and must comply with the ToS and applicable law.

15. Intellectual Property

15.1 Specialist Content

You retain ownership of content you create, upload, post, or share through the Service, including listings, training plans, nutrition plans, strength and conditioning plans, video, audio, images, and documents (your “Specialist Content”). The license you grant PointShot in your Specialist Content is governed by ToS §6.

15.2 Customer User Content

Customer User Content shared with you through the Service remains the property of the Customer. Your use of Customer User Content is limited to delivering the purchased Specialist Service in accordance with this Agreement and the ToS.

15.3 PointShot Materials

PointShot’s marks, name, logos, designs, software, and other materials are owned by PointShot. PointShot grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use them solely as needed to use the Service in accordance with this Agreement. You will not register or attempt to register a domain, mark, or social handle that is confusingly similar to a PointShot mark.

15.4 Use of Specialist Name and Marks

You grant PointShot a non-exclusive, royalty-free, worldwide license to use your name, business name, logo, image, and biographical and professional information, in each case as you have provided them in your profile, solely to operate, market, and promote the Service, including in directories, search results, listings, and reasonable promotional materials. You may revoke this license by terminating this Agreement and removing your profile, subject to PointShot’s right to retain copies as required by ToS §6.2 and applicable law.

16. Suspension and Termination

16.1 Termination by Specialist

You may terminate this Agreement at any time by closing your Specialist account through in-product controls or by emailing support@pointshot.com. Termination is effective when PointShot processes the request, except that obligations attaching to in-flight transactions, recurring services with active billing periods, refunds, chargebacks, taxes, indemnification, confidentiality, and other surviving provisions continue to apply.

16.2 Termination by PointShot for Convenience

PointShot may terminate this Agreement for convenience on thirty (30) days’ prior notice to you, sent to the email address associated with your Specialist account or by in-product notice.

16.3 Suspension and Termination for Cause

PointShot may suspend your Specialist account, your access to the Service, your ability to receive payouts, or any combination of the foregoing, immediately and without prior notice, and may terminate this Agreement immediately, if PointShot reasonably determines that:

You have materially breached this Agreement, the ToS, the Refund Policy, the Privacy Policy, or the Stripe Agreement;
You have failed to maintain credentials, licenses, certifications, SafeSport status, or insurance required by Section 3, Section 11, or the ToS;
You have engaged in conduct that endangers a minor or other user, or that violates SafeSport, mandatory-reporting, youth-protection, or licensing-authority rules;
You have engaged in fraud, fee circumvention (Section 6.4), money laundering, or sanctioned-party activity;
Stripe has suspended or terminated your Connected Account, or required PointShot to take action with respect to your Connected Account;
You have an unusually high refund, chargeback, or dispute rate;
You have made any material misrepresentation in a registration, listing, certification, license, or tax representation;
Continuation of this Agreement, or your continued use of the Service, would expose PointShot to material legal, regulatory, reputational, or financial risk; or
You become subject to bankruptcy, insolvency, receivership, or similar proceeding.

16.4 Effect of Termination

Upon termination of this Agreement:

Your authority to list new Specialist Services and to accept new transactions ends.
In-flight transactions, recurring billing periods, and pending refund or dispute matters may, in PointShot’s discretion, be allowed to complete in the ordinary course or may be cancelled or refunded.
Your Connected Account may be subject to a hold, reserve, or extended payout period to cover anticipated refunds, chargebacks, taxes, or other obligations.
Your access to the Service ends as described in ToS §11.4, and the data-retention consequences are described in ToS §10 and the Privacy Policy.
Payment, refund, chargeback, indemnification, confidentiality, intellectual-property, limitation-of-liability, dispute-resolution, and survival obligations continue.

16.5 Appeals

You may appeal a suspension or termination consistent with ToS §11.5.

16.6 Survival

Sections 1 (last paragraph), 2, 4, 6.4, 7 (with respect to amounts owed), 8, 9, 10, 12, 13.2, 14, 15.1, 15.2, 15.3, 16.4, 16.6, 17, 18, 19, and 20 survive termination of this Agreement.

17. Limitation of Liability

To the maximum extent permitted by applicable law:

No Indirect Damages. IN NO EVENT WILL POINTSHOT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOST DATA, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, OR INJURY TO REPUTATION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, EVEN IF POINTSHOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Aggregate Cap. POINTSHOT’S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL APPLICATION FEES RETAINED BY POINTSHOT ON YOUR TRANSACTIONS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS (US$1,000).
Carve-Outs. The limitations in this Section 17 do not apply to your obligations under Section 9 (debits and offsets), Section 10 (taxes), Section 14 (confidentiality and customer data), Section 15.3 (PointShot Materials and marks), or Section 18 (indemnification), or to any liability that cannot be limited by law.
Basis of the Bargain. The limitations in this Section 17 form an essential basis of the bargain between you and PointShot and apply even if a limited remedy is found to have failed of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In those jurisdictions, PointShot’s liability is limited to the greatest extent permitted by law.

18. Indemnification

You agree to indemnify, defend, and hold harmless PointShot and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

Your Specialist Services, including any injury, illness, harm, damage, or loss alleged to have been caused by, contributed to by, or arising in connection with a Specialist Service or your performance of one;
Your breach of this Agreement, the ToS, the Refund Policy, the Privacy Policy, or the Stripe Agreement, or your breach of any representation or warranty in this Agreement;
Your User Content, Specialist Content, or listings, including any allegation that they infringe, misappropriate, or violate the rights of a third party;
Your violation of applicable law, including SafeSport rules, mandatory-reporter laws, professional-licensure requirements, youth-protection rules, governing-body rules, and tax laws;
Any claim by a tax authority for taxes you were obligated to collect, report, remit, or pay; and
Any unauthorized use, disclosure, or processing of Customer information in your possession or control, or any allegation that you have engaged in such use, disclosure, or processing.

PointShot may, at its option, control the defense of any matter for which indemnification is sought with counsel of its choice, and you will reasonably cooperate. You may not settle any matter without PointShot’s prior written consent.

19. Dispute Resolution

19.1 Informal Resolution

Before initiating any formal dispute against PointShot, you and PointShot agree to first try to resolve the dispute informally. You agree to send PointShot a written notice of dispute (“Notice”) to support@pointshot.com that describes the nature and basis of the claim and the relief sought. PointShot will attempt to resolve the dispute by contacting you at the email address associated with your Specialist account. If the dispute is not resolved within sixty (60) days after receipt of the Notice, either party may initiate arbitration.

19.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or your provision of Specialist Services that is not resolved under Section 19.1 will be resolved by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, in English, in Wilmington, Delaware. The arbitrator will have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and formation of this arbitration agreement, except that a court may decide issues relating to the scope or enforceability of the Class Action Waiver in Section 19.4.

Judgment on the arbitral award may be entered in any court of competent jurisdiction.

19.3 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND POINTSHOT EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT.

19.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND POINTSHOT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If a court decides that this Class Action Waiver is unenforceable with respect to any claim, that claim (but only that claim) will proceed in court rather than in arbitration.

19.5 Exceptions

Notwithstanding Section 19.2, either party may: (a) bring an individual claim in small-claims court if the claim is within that court’s jurisdiction and proceeds on an individual basis; and (b) seek injunctive or equitable relief in a court of competent jurisdiction to stop unauthorized use or abuse of the Service, fee circumvention, breach of confidentiality, breach of intellectual-property rights, or other conduct for which equitable relief is appropriate.

19.6 Opt-Out

You may opt out of the arbitration agreement in this Section 19 by sending written notice to support@pointshot.com within thirty (30) days after you first accept this Agreement. The notice must include your full name, the email address associated with your Specialist account, and a clear statement that you wish to opt out of arbitration under this MSA. Opting out will not affect any other provision of this Agreement.

19.7 Right to Reject Changes

If PointShot materially amends this Section 19 after you accept this Agreement, you may reject the amendment by sending written notice to support@pointshot.com within thirty (30) days of the amendment’s effective date, in which case the prior version of this Section 19 will govern disputes between you and PointShot under this Agreement.

20. General Terms

20.1 Governing Law

This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and, where applicable, the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Changes to the Agreement

PointShot may modify this Agreement from time to time. For material changes, PointShot will provide at least thirty (30) days’ prior notice to the email address associated with your Specialist account or by in-product notice. Continued listing or sale of Specialist Services after the effective date of the change constitutes acceptance. If you do not agree to the change, you must terminate this Agreement before the change takes effect.

20.3 Notices

Notices to PointShot under this Agreement must be sent to PointShot, Inc., Attn: Legal, 311 Main Street, 3rd Floor, Worcester, MA 01608, with a copy by email to support@pointshot.com. Notices to you may be sent to the email address associated with your Specialist account, by in-product notice, or by mail to any address you have provided. Notices given as set forth in this Section 20.3 are effective on the date of email transmission, in-product posting, or three (3) business days after deposit in the U.S. mail, as applicable.

20.4 Electronic Communications

By using the Service, you consent to receive communications from PointShot electronically, including by email, in-product notification, and (where you have opted in) text message. Electronic communications satisfy any legal requirement that a communication be in writing.

20.5 Assignment

You may not assign or transfer this Agreement, or any rights or obligations under it, without PointShot’s prior written consent, and any attempted assignment without consent is void. PointShot may assign or transfer this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, financing, or sale of assets.

20.6 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed. The remaining provisions will remain in full force and effect.

20.7 No Waiver

A failure or delay by PointShot in enforcing any provision of this Agreement is not a waiver of its right to do so later.

20.8 Force Majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, acts of terrorism, labor disputes, utility or internet failures, cloud-provider outages, payment-processor outages, or governmental actions. This Section 20.8 does not relieve you of any payment obligation.

20.9 Third-Party Beneficiaries

Stripe is an intended third-party beneficiary of Sections 5 and 8 of this Agreement to the extent such Sections relate to the operation of the Stripe Agreement and the Connected Account. Otherwise, this Agreement does not create third-party beneficiary rights.

20.10 Headings

Section headings are for convenience only and do not affect interpretation.

20.11 Entire Agreement

This Agreement, together with the ToS, the Privacy Policy, the Refund Policy, the Stripe Agreement, and any additional policies or guidelines incorporated by reference, constitutes the entire agreement between you and PointShot regarding your offering and provision of Specialist Services through the Service and supersedes any prior or contemporaneous agreements on the subject.

20.12 U.S. Government and Export

The Service is a “commercial item” as defined at 48 C.F.R. § 2.101. You may not use or export the Service in violation of U.S. export laws or sanctions.

21. Contact Information

If you have questions about this Agreement, please contact us:

PointShot, Inc. (a Delaware corporation) 311 Main Street, 3rd Floor Worcester, MA 01608 United States of America

Email: support@pointshot.com Phone: (508) 258-9396