Payment Service Terms

Last Updated: October 16, 2024

PAYMENT TERMS OF SERVICE FOR BRUNSWICK BOWLING PRODUCTS, LLC

These Payment Terms of Service (as amended or otherwise modified from time to time, the “Service Terms”) govern access to and use of Sync Payments (as defined below) by Brunswick Users (as defined below). These Service Terms are in addition to the general Brunswick Service Terms (“Terms of Use”) and Privacy Policy (as each may be amended or otherwise modified from time to time), which govern all Brunswick Services (as defined below). Collectively, these Service Terms, the Terms of Use, and the Privacy Policy, and all incorporated documents, are referred to herein as the “Brunswick Terms”. “Brunswick”, “our”, “we” and “us” refer to Brunswick Bowling Products, LLC. “Brunswick User”, “User”, “You” and “Your” refer to you (if you are an individual or a sole proprietorship) or the legal entity you are acting on behalf of, offering products and/or services using the technology platform offered through the Brunswick Point of Sale system, the Brunswick OpenLane mobile application, Brunswick pay-by-link websites, or and/or any other services, applications and features offered or enabled by or through us with respect thereto, except where we explicitly state otherwise (all services offered through the Brunswick Platform, collectively, “Brunswick Services”, “Brunswick Payments”, “Sync Payments”, “Sync Pay”, or “Services”). These Service Terms (as amended from time to time) are effective as of the date You connect to Sync Payments and replace any previous versions of the Service Terms.

PLEASE READ THE ENTIRETY OF THESE SERVICE TERMS CAREFULLY. SECTION 12 OF THESE SERVICE TERMS INCLUDES: (I) AN AGREEMENT TO A BINDING, MANDATORY ARBITRATION, (II) A WAIVER OF A RIGHT TO A JURY TRIAL, AND (III) A WAIVER OF THE RIGHT TO BRING A LAWSUIT ON BEHALF OF A CLASS.

By connecting to Sync Payments, You acknowledge and agree that You have read and agree to be bound by these Service Terms, the Terms of Use (and all incorporated documents), the Processor Terms (as defined and detailed below), and all applicable laws, rules and regulations. You further acknowledge that You have read the Privacy Policy. If You do not wish to comply with any of the Brunswick Terms, You should not access or use Sync Payments. We may amend or otherwise modify all or a portion of the Brunswick Terms from time to time. The revised Brunswick Terms will be available on www.brunswickbowling.com. You are responsible for periodically reviewing the Brunswick Terms as posted on the Website. Amendments and modifications to the Brunswick Terms will be deemed effective once posted online, unless otherwise noted. Your continued use of Sync Payments following any modification constitutes Your acceptance of the modified terms (except to the extent that other notice or consent is required by applicable law). If You do not agree with the modified terms, You should discontinue any access to or use of Sync Payments immediately.

1. General; Priority of Terms

1-1. GENERAL

As part of its offering on the Brunswick Platform, Brunswick enables the ability of Brunswick Users located in Australia, Canada, European Union, Mexico, UAE, United Kingdom, United States, and other regions as amended from time-to-time, to sell products and services such as bowling, food and beverage, bowling retail supplies, arcade attractions, laser tag, golf, virtual reality, game cards, entertainment retail products and other amenities and services seen in bowling centers, family entertainment centers, restaurants, entertainment facilities, arcades, hotels, cruise ships, cinemas, theme parks and other facilities using the Brunswick Services (each, a “User Product”). This includes connecting their Brunswick point of sale, reservation, and loyalty system to certain credit cards and debit cards, whether online or in person, and/or other payment processing methods provided by the Processor (as defined below) and other financial service providers, in order to receive payments from the Brunswick Users’ customers (herein, a “Customer”) for User Products, in transactions carried out through and on the Brunswick Services, including Brunswick Point of Sale Products or otherwise (each, a “Transaction”).

1-2. ENABLING PROCESSING SERVICES

Brunswick allows the enablement and integration of Processing Services (as defined below) to Your Brunswick Services, enabling You to accept payments from Your Customers, as further described in these Service Terms. You hereby fully authorize Brunswick to enable the Processing Services, submit Transactions, debit Your User Payment Account (as defined below), make decisions regarding the Processing Services and request changes to the setup of these Services on Your behalf.

1-3. PROCESSING SERVICES DEFINITION

The Processing Services include the acceptance and processing of Transactions, transaction reporting, settlement of funds and other services provided by the Processor (as defined below) (the “Processing Services”). The Processing Services, together with the activities and services provided by Brunswick, constitute “Sync Payments”. Transactions may occur in person or online. Transactions are processed in real time and products purchased by Customers are delivered either instantly or in the future by Brunswick Users.

1-4. PROCESSING SERVICES

The Processing Services are provided by Adyen N.V. (“Adyen”) (the “Processor”), their affiliates, and the acquiring bank. In order to use Sync Payments, You, in addition to satisfying the other requirements detailed herein, hereby consent to and agree to be bound by the Processor Terms and Conditions (located here; the “Processor Terms”), which are hereby incorporated by reference, and other Terms (located here; the “Processor Additional Terms”) which include Payment Device Terms of Service and list of Prohibited and Restricted Products & Services (located here; the “List of Prohibited and Restricted Products & Services). For further details about the Processor and the acquiring bank, including to find the acquiring bank’s contact information, please read the Processor Terms. In providing the Sync Payments services with Adyen as the Processor, Brunswick is acting as an agent of the acquiring bank. However, Brunswick is not a party to the Processor Terms and is not liable to You with respect to the Processing Services, which are provided solely by the Processor. Brunswick may allocate different Processors to certain transactions or transaction types. Brunswick may, subject to applicable law and Operating Regulations (as defined below), replace Processors. In such event, You will receive notice of the other Processor’s terms to the contact information You provide, and such terms of the other processor shall apply. You will be responsible for delivering products associated with the Transaction.

1-5. PRIORITY OF TERMS AND REGULATIONS

In the event of any contradiction or inconsistency between these Payment Terms of Service, the Brunswick Service Terms and Privacy Policy, these Payment Terms of Service shall prevail. In the event of a discrepancy or contradiction between these Service Terms and the Processor Terms, the Processor Terms shall prevail. In the event of any inconsistency between any provision of any of the Brunswick Terms and the Operating Regulations (as defined in Section 5 below), the Operating Regulations shall prevail.

2. REGISTRATION, USER PAYMENT ACCOUNT & USER INFORMATION

2-1. REGISTRATION

Upon using Sync Payments, You must register and provide certain information (“Registration”). The information You are required to provide as part of the Registration may include personal information (such as Your name, birthdate and identification number), physical address, phone number, tax identification details, email address, bank account details, other identification information about Your business, its principals, beneficial owners, shareholders and Representative (as defined below), trade names under which You do business (DBA), a full description of the goods sold and/or services You provide and other information as requested by Brunswick (“User Information”). Brunswick may further require You to provide documentation supporting Your User Information and/or documentation regarding Your business activities and business risk, such as financial statements, invoices, licenses and/or government-issued identification documents. By registering, You hereby authorize Brunswick to take any action together with the Processor in order for You to use the Processor’s services, all in accordance with and subject to the Brunswick Terms and Processor Terms.

2-2. VERIFICATION & UNDERWRITING

After obtaining the required User Information and documentation (if required), such User Information and documentation, together with other information about You and Your website, will be used to verify and assess Your eligibility to use Sync Payments. Brunswick will notify You of Your account status and will, on Your behalf, instruct the Processor to establish a payment account for You to be used to account for and settle amounts as part of Your use of Sync Payments (“User Payment Account”). Notwithstanding the above, Brunswick and/or the Processor may, at any time and in its exclusive discretion, reject the attempted Registration of a User to use Sync Payments, or suspend or discontinue any User’s use of Sync Payments, at any time and for any reason, according to Brunswick’s internal rules, risk considerations, any of the policies, procedures or instructions of the Processor, acquiring bank, Payment Networks (as defined below), and/or under any of the Brunswick Terms and/or Processor Terms. Brunswick may further limit Your use of Sync Payments (including based on the amounts You processed) and the User Payment Account, and require further information and documentation in order to allow the use, or continued use, of Sync Payments or the payout of any Settlement Amounts (as defined hereunder), all in accordance with Brunswick’s internal rules, its risk considerations, any of the policies, procedures or instructions of the Processor, and/or under any of the Brunswick Terms and/or Processor Terms.

2-3. ACCOUNT TRANSFER

Unless otherwise confirmed to You in writing, Your Sync Payments account is non-transferable, and any change of Your User Information shall require prior approval by the Processor in order to come into effect.

YOU ARE ADVISED NOT TO DELIVER GOODS OR PROVIDE SERVICES PRIOR TO THE VERIFICATION OF YOUR ACCOUNT. YOU HEREBY ACKNOWLEDGE AND AGREE THAT IN THE EVENT THAT BRUNSWICK OR THE PROCESSOR DECIDE TO REJECT YOUR REGISTRATION, OR TERMINATE YOUR ACCOUNT AND DISCONTINUE THE USE OF SYNC PAYMENTS, THE FUNDS ALREADY DEPOSITED TO YOUR USER PAYMENT ACCOUNT SHALL NOT BE PAID TO YOU, AND SUCH FUNDS SHALL BE HELD BY THE PROCESSOR (AND TREATED ACCORDING TO ITS PROCEDURES) AND/OR REFUNDED TO THE RELEVANT CUSTOMERS. YOU HEREBY ASSUME ALL LIABILITY FOR ANY LOSS, COST OR DAMAGE YOU MAY INCUR DUE TO THE REJECTION OF YOUR REGISTRATION, AND RELEASE BRUNSWICK AND ANY THIRD PARTY FROM ANY SUCH LIABILITY.

2-4. REGISTRATION INFORMATION

All User Information and documentation You provide in connection with Sync Payments as part of the Registration process or any subsequent inquiry or request, must be complete, up to date and accurate in all respects.

You are solely and fully liable for the accuracy, consistency and completeness of the User Information and all other information provided by You or on Your behalf (including any authorized individual, in the case of a Brunswick User that is an entity) in connection with Sync Payments, including to Brunswick and/or the Processor as part of the Registration process or any subsequent inquiry or request. You are further responsible to update Brunswick to ensure such information remains true, complete, accurate and valid at any time. You shall be held responsible for any and all losses and/or damages directly or indirectly caused by providing incorrect, out of date, inaccurate or partial information. Brunswick may request, at any time, in its sole and exclusive discretion, and You will be obligated to provide, copies of documents that support any information provided by You or on Your behalf (including any authorized individual, in the case of a Brunswick User that is an entity) or otherwise required by Brunswick or the Processor, such as business invoices, financial statements or government-issued identification documents, as Brunswick or the Processor may deem necessary in order to allow You to access or use, or to provide You with any aspect of Sync Payments, including with respect to acceptance and/or the payout of funds to Your account. Brunswick may also require You to provide additional information or documentation in order to ensure Your compliance with these Service Terms, the Processor Terms, Operating Regulations (as defined below), applicable laws and regulations and any terms applicable to the User Payment Account, in which case You will promptly provide such required information or documentation.

Note: If Your Registration process is not completed within the period of time defined by Brunswick, if You do not provide Brunswick with requested information or documentation, or Brunswick or the Processor are not able to verify Your information or documentation within the time limits as defined by Brunswick or the Processor and presented on the Website (and which may be changed from time to time), Brunswick or the Processor may suspend and/or block Your ability to accept payments from Customers, and further terminate these Terms and/or return all Transaction amounts made prior to such time to Your Customers. Brunswick may send You a notice prior to such actions. However, whether notice is provided or not, this does not derogate in any way from Your responsibility to ensure Your compliance with these requirements.

2-5. COLLECTION & PROVISION OF INFORMATION

The collection, use and storage of User Information is subject to the provisions of Brunswick’s Privacy Policy. You expressly acknowledge and agree that Brunswick may share information provided by You, and provide instructions on Your behalf as may be received from You from time to time or as otherwise provided herein, to third parties (such as the Processor and/or any affiliates, the acquiring bank, other payment method providers with which You wish to accept payments, and the Payment Networks) in connection with the operation or management of Sync Payments. You further authorize Brunswick to review any information related to Your Transactions made through the Brunswick Platform with any other payment provider.

2-6. SHARING INFORMATION WITH THIRD PARTIES

Brunswick and/or the Processor may provide to each other, another Processor, competent authorities, applicable acquiring and issuing banks, payment networks such as Visa, Mastercard, American Express and Discover (“Payment Networks”) and other payment methods providers (such as ACH, SEPA and Apple Pay), information related to Transactions conducted through the use of Sync Payments, information regarding Your User Payment Account, the User Information or any other information and documentation You provided during Your Registration or otherwise, and any other information held by Brunswick and/or the Processor. In addition to the foregoing, Brunswick shall share Your information with third parties according to the provisions of the Privacy Policy.

3. USER BANK ACCOUNT

3-1. USER BANK ACCOUNT

As part of the Registration process and in order to receive payouts, You must provide details of an active bank account under Your control and ownership and under Your business name, which shall be the account to which all Transaction amounts shall be settled (“User Bank Account”). The User Bank Account shall be subject to the Processor’s approval. You hereby warrant and represent that the User Bank Account is registered under Your name (and in the event of a legal entity, under the name of the legal entity). You are solely responsible for the accuracy of User Bank Account details You provide to Brunswick and/or the Processor.

3-2. CONFIDENTIALITY

Only You have the right to access and use your account. You are responsible for ensuring that your Brunswick Cloud login information and bank account information remain confidential at all times. Brunswick will assume that if your login is used to access the Brunswick Cloud, the user has the legal authority to use such login. If you become aware of unauthorized use of your login, you agree to notify Brunswick immediately by email at techsupport@brunswickbowling.com. You remain liable for any activity on your account until such time as Brunswick has been notified and has had an opportunity to take appropriate action.

3-3. CHANGES TO USER BANK ACCOUNT

You may change Your User Bank Account on file using Brunswick Cloud or other method as directed by Brunswick from time to time. Such change of Your User Bank Account shall be subject to the Processor’s approval, and may not be in effect in relation to Transactions conducted prior to the processing of such change.

3-4. ACTIVE BANK ACCOUNT

You must ensure that Your User Bank Account remains active, in good standing and fully capable of being used in connection with Sync Payments, for as long as the Transactions conducted by You are subject to cancellation or reversal (and as otherwise specified or required by the Payment Network(s) and/or Processor). You may close Your User Bank Account only after satisfying Your obligations under these Service Terms, including those referenced in Section 8.2. Brunswick will notify You when You are able to close Your User Bank Account.

4. USER OBLIGATIONS, REPRESENTATIONS, AND WARRANTIES

4-1. USER OBLIGATIONS

in addition to all other obligations under the Brunswick Terms and Processor Terms, the User will at all times:

(i) fully comply with all provisions and requirements of the Brunswick Terms, the Processor Terms, and the Sync Pay Order Terms;

(ii) provide true, complete, accurate and valid information as requested by Brunswick and/or the Processor in connection with Sync Payments, including Registration, and update Brunswick to ensure such information (including all User Information) remains true, current, complete, accurate and valid;

(iii) without derogating from section 4.1(ii) above, promptly notify us in writing no more than three (3) days after any of the following occur: You are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action; there is a materially adverse change in Your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of Your business; You transfer or sell 25% or more of Your total assets, or there is any change in the control or ownership of Your business or parent entity; or You receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of Your total assets.

(iv) comply with all applicable laws, rules and requirements, including but not limited to those defined by Brunswick, the Processor, Payment Networks, U.S. Export Administration Regulations (15 C.F.R., Chapter VII), the sanction programs of the U.S. Office of Foreign Assets Control ("OFAC"), and any other competent authority;

(v) not offer or sell any User Products, or provide any information, content or material, including regarding User Products, which are prohibited by law, included in the list of Restricted and Prohibited Products and Services, seen as high risk by any of the Payment Networks, or is otherwise prohibited under these Service Terms, Brunswick’s policies and/or the Processor Terms; and

(vi) promptly, and in any event within no later than 7 days, provide Brunswick with any information and documents that may be requested in relation to the full performance of the obligations under these Service Terms and the Processor Terms, to enable the verification of Your compliance.

4-2. USER REPRESENTATIONS, WARRANTIES

You hereby warrant, represent and undertake that: (a) You are of legal age of the majority in Your jurisdiction, and in any event above the age of eighteen (18); (b) You and the legal entity You represent are authorized to conduct business in the jurisdictions in which You operate; (c) You are not a resident of any country embargoed by the United States, nor are You on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List or any other applicable trade sanctioning regulations; (d) Your business is located and You are conducting Your business from one of the following countries supported by Brunswick services; (e) You will use the Sync Payments Services only for Your business and not for the benefit of any third party; (f) You will use the Sync Payments Services for commercial purposes only, and not for any personal, family, money transfer or household purposes; (g) if You register on behalf of a legal entity, You are an authorized representative of such entity that has the full power and authority to agree to the Brunswick Terms on behalf of such legal entity, and bind it to these Service Terms and other Brunswick Terms (“Representative”); (h) all the User Information provided, including with respect to any legal entity You register on behalf of, its beneficial owners and principals, is complete and accurate; (i) You will not use Sync Payments for any fraudulent or illegal purposes or in breach of these Service Terms; and (j) in the event that Your or Your Representative’s accounts with Sync Payments were terminated by Brunswick or the Processor in the past, You will not register with Sync Payments without Brunswick’s prior written approval. These representations and warranties shall remain true, valid and effective throughout Your use of Sync Payments. You hereby agree to update Brunswick immediately upon any change of the accuracy of the above representations and warranties.

4-3. OBLIGATIONS TOWARDS PAYMENT NETWORKS

In addition to the foregoing, (i) You shall act in accordance with the Operating Regulations and Brunswick’s instructions, with respect to use of the Payment Network marks on Your website and or physical location; (ii) You acknowledge that each Payment Network is the sole and exclusive owner of its marks, and You agree not to contest the ownership of its marks for any reason; (iii) You acknowledge that each Payment Network has the right to enforce any provision of its rules and to prohibit You and/or Brunswick from engaging in any conduct such Payment Network deems could injure or create a risk of injury to it, including injury to its reputation, or that could adversely affect the integrity of the interchange system, the Payment Network’s confidential information, or both; (iv) it is Your responsibility to read and be aware of the Payment Network’s rules, You will be responsible for non-compliance to applicable laws and Payment Network’s rules, expressly including responsibility for any fines imposed by the Processor, Payment Network’s, or regulatory authorities on Brunswick as a result of non-compliance.

5. RESPONSIBILITIES & OBLIGATIONS WITH RESPECT TO USER ACTIVITY, TRANSACTIONS, PRODUCTS & CUSTOMERS; ENFORCEMENT

5-1. RESPONSIBILITY FOR CUSTOMERS & TRANSACTIONS

The User agrees that it is the merchant of record and assumes all merchant responsibilities, including those under the Operating Regulations (as defined below) with respect to each Transaction. The User shall be solely responsible and liable for any and all Transactions between a User and such User’s Customers, and for all liabilities arising from the offering of User Products and Transactions, including, but not limited to, all applicable legal and regulatory obligations. The User shall have sole, exclusive and full responsibility in regard to the relationship with its Customers. The User shall provide its Customers with proper ways to contact the User and have the sole responsibility of handling Customer complaints, resolving any Customer support issues with its Customers, and shall keep Brunswick fully exempted from any responsibilities with respect to the Customers and/or the User Products. It is the User’s responsibility to ensure the correctness and legitimacy of its Transactions, and to research and contact its Customers prior to completing any suspicious Transactions.

"Operating Regulations" means the rules, by-laws, operating regulations, terms and conditions, guidelines, policies and procedures of any card association, Payment Network, or other payment methods enabled through Sync Payments, such as SEPA, ACH (as governed by the Nacha Operating Rules) and Apple Pay or Google Pay, used to process any Transaction, or applicable to any payment method used to make any Transaction through Sync Payments, as any or all of the foregoing may be amended and in effect from time to time.

5-2. RESPONSIBILITY FOR USER PRODUCTS

The User has the sole, exclusive and full responsibility for all User Products. The User agrees to ensure the compliance of their products with applicable laws and Operating Regulations, including proper and accurate disclosure, description, and delivery of User Products, Transactions, prices, amounts charged and currencies. If the User engages in Transactions with Customers who are individuals, the User specifically agrees to provide its Customers with disclosures as required by applicable law, and to not engage in unfair, deceptive or abusive acts or practices (UDAAP); the delivery and quality of all User Products and/or services offered by the User to the Customers the provision of a proper and accurate receipt describing the Transactions to the Customers; with the Payment Card Industry Data Security Standard ("PCI DSS"), and any successor standards or requirements, as applicable; Brunswick disclaims all responsibility or liability in connection with any of the foregoing, and may further be required to report to tax authorities certain reports regarding the Transactions.

5-3. RESPONSIBILITY FOR CHARGES, FINES, & LOSSES

User shall take all reasonable steps to ensure that the User Products are actually delivered in accordance with applicable laws and orders placed by the Customer to avoid any Chargebacks. As between the User and Brunswick, the User is responsible and liable for all charges, including fees, chargebacks, refunds, fines or penalties arising in connection with the User’s use of Sync Payments, including any negative balance in the User Payment Account. Brunswick may collect such funds by instructing the Processor to deduct or set-off such funds from Your Payment Account, in accordance with Section 8.2.

The User further agrees that (a) the User will be solely liable for any losses incurred by Brunswick or the Processor as a result of any unauthorized, fraudulent, illegal, improper or erroneous use of Sync Payments, including any use made in breach of these Service Terms by any of the User’s Customers, User, or any of the User’s employees, agents, representatives or contractors, and (b) Brunswick shall have no liability or obligation whatsoever in connection with any act or omission of the Processor, the acquiring bank and the Payment Networks. Without derogating from any other right, Brunswick may collect such losses described in 5.3(a), in accordance with Section 8.2.

All fees assessed directly by Brunswick, except chargebacks and other pass-through fees, are assessed on successfully completed transactions. If your account has an excessive amount of declined/refused transactions, cancelled transactions, and/or refunded transactions, Brunswick reserves the right, after providing you with notice, to adjust your pricing to compensate for the additional costs that these types of transaction incur.

5-4. REFUNDS

Refunds will be charged as a Transaction by Processor and a Refund fee can be applied by Processor after giving prior notice to User if manual intervention is needed or additional costs are incurred by Processor to process such Refund. Processor will not execute a Refund (meaning the relevant sum will not be returned by Processor to the relevant shopper, directly or via the relevant Acquirer / Scheme Owner) in case the funds for this cannot be subtracted from the next Settlement or are not funded otherwise. Refunds are not funded by Processor from its own means.

5-4. ENFORCEMENT

Without limiting any other right Brunswick may have under these Service Terms or under laws or regulations, in the event of (i) suspected or actual fraud; (ii) Your breach or suspected breach of any of the terms or Your warranties, representations or obligations under these Service Terms, the Brunswick Terms, Processor Terms, Operating Regulations or applicable law; and/or (iii) due to Brunswick’s risk considerations with respect to Your Sync Payments account, Brunswick shall have the right, either directly or by providing instructions to the Processor and with no liability to You, to (i) require You to change, add or omit content from Your products or take such actions itself, as it deems necessary or appropriate to ensure Your compliance with the Operating Regulations, Processor Terms and Brunswick Terms; (ii) suspend or cancel any Transaction; and/or (iii) block or suspend Your use of Sync Payments; (iv) instruct the Processor to withhold any amounts that may be otherwise payable to You; (v) instruct the Processor to return any amount to Your Customers; and (vi) share any information related to such activity with the appropriate Processor, financial institution, regulatory authority, or law enforcement agency, consistent with our legal obligations. This information may include information about You, Your Sync Payments Account, Your Customers and Transactions made through Your use of the Sync Payments Services.

5-6 OFFLINE POS TRANSACTIONS

If Brunswick chooses to offer optional Offline Limits functionality, and You choose to use this functionality, You Acknowledge and agree to accept the risks and potential costs associated with using this functionality.

6. PROCESSING, SERVICE FEE & SETTLEMENT

6-1. PROCESSING

To enable Sync Payments to process Transactions for You, You authorize and direct Brunswick, the Processors, acquiring banks and other payment method providers that You use to enable, receive and settle any payment processing proceeds owed to You through the Sync Payments Services. You may not grant or assign any interest in payment processing proceeds to any third party until such time as the payment processing proceeds are deposited into Your Bank Account.

6-2. FEES

Your use of Sync Payments is subject to Your payment of the fees and charges as set forth in Section 6 which may be amended or otherwise modified from time to time in accordance with Section 11 below, including that Brunswick will notify You prior to any change or amendment to the Service Fees. All Service Fees are non-refundable.

The Service Fees shall be deducted from Your User Payment Account balance or otherwise in accordance with Section 8.2.

6-3. SETTLEMENT AMOUNT

All Transaction amounts deducted by applicable Service Fees shall be allocated to Your User Payment Account and held by the Processor and its banking partners in pooled accounts. You shall not be entitled to any interest in such amounts or to any right to withdraw them. Subject to the other provisions herein, the positive balance in Your User Payment Account reduced by all Transaction Cancellation Costs and any other amount owed by the User to Brunswick or the Processor, or otherwise deducted pursuant to these Service Terms (“Settlement Amounts”) shall be transferred to Your User Bank Account by the Processor two days after amounts are available for settlement. If the settlement date is a holiday or a day on which the relevant banks are not operating, the settlement shall be made on the first subsequent business day on which they are open for business. Settlement Amounts will be paid to You only if Your User Payment Account is active and in full compliance with these Service Terms and the Processor Terms. You assume all responsibility and shall have no claims towards Brunswick in the event of any losses and damages that You or any third party may incur due to any non or erroneous settlement of the Settlement Amount, due to Your incompliance with the above terms or for providing a wrong User Payment Account. If You leave any funds dormant in Your User Payment Account and You do not give us instructions where to send them, we will act according to the instruction of the Processor and applicable law.

You acknowledge that, if a third-party Acquirer, Scheme Owner or Issuing Bank does not timely or correctly settle funds to Brunswick, Brunswick does not have any control over timely settlement to You or the correction of incorrect settlements by such Scheme Owner, Issuing Bank, or third-party Acquirer. However, Brunswick will, on request from You on a best efforts’ basis (i.e., without guaranteeing a successful outcome), request settlement and/or the correction of an error by a Scheme Owner, Issuing Bank, or third-party Acquirer.

6-4. WITHHOLDING & CHANGE OF SETTLEMENT SCHEDULE

Brunswick reserves the right to enforce a holding period prior to the settlement of the Settlement Amounts, change the settlement schedule at any time, including due to the following reasons: (i) excessive or expected excessive Transaction Cancellations (as defined below) of any kind as determined by Brunswick in its sole discretion; (ii) in the event that we suspect or become aware of suspicious activity; or (iii) where we are required by law or court order. Brunswick will notify You once it exercises its right to withhold the Settlement Amounts. The Processor, acquiring banks or other financial institutions holding Your User Payment Account may also require a holding period before the settlement of the Settlement Amounts to the User Bank Account. Brunswick is not responsible for any delay of Your Settlement Amounts in accordance with these Service Terms or ordered by any third party.

6-5. PAYMENT DASHBOARD

Users can verify their balances and Settlement Amounts payable to them through the Brunswick management dashboard, as available on the Brunswick Platform (“Payment Dashboard”). Brunswick disclaims all liability and responsibility for the accuracy and/or availability of such information. Unless otherwise required by applicable law, the User shall be solely responsible for ensuring the accuracy of the amounts reflected in the Payment Dashboard and the Settlement Amounts received. In the event of any discrepancy between the Payment Dashboard and the Transactions, the User shall immediately notify Brunswick, which shall then work together with the Processor to investigate the matter and exercise commercially reasonable efforts to resolve any discrepancy. The User will promptly provide such information and assistance to Brunswick as Brunswick may request in connection with any such investigation. Brunswick shall not be responsible for any act or omission of the Processor, any of its service providers or partners, or any financial institution, with respect to the settlement.

6-6. TRANSACTION RECORD

Except as otherwise required by applicable law, the User is solely responsible for maintaining its Transactions records and other data associated with the User Payment Account in accordance with applicable law.

6-7. DISPUTING SETTLEMENTS

All disputes regarding Settlement Amounts must be filed by the User to Brunswick in writing, within 90 days following the date of settlement. No disputes or complaints by a User shall be accepted after 90 days, and following such period, the settlement of the relevant Transaction shall become irrevocable, irreversible and final.

7. TRANSACTION CANCELLATION

7-1. RESPONSIBILITY

The User shall be fully responsible for the Transactions, including in relation to any cancellation or cancellation request of a Transaction, including due to a Dispute, Refund (as defined below) of a Transaction or the reversal or return of a Transaction conducted, facilitated or initiated by Brunswick, Payment Networks, other payment method providers, Processors or acquiring banks (“Reversal”) (a “Transaction Cancellation”). Brunswick is not responsible or liable to You for any Transaction Cancellation and You shall be liable to Brunswick for the Transaction Cancellation amount and all related costs, fines, Service Fees, penalties and expenses (“Cancellation Costs”) associated with a Transaction Cancellation. Brunswick and the Processor shall have the right to deduct Transaction Cancellation amounts and Cancellation Costs from any Settlement Amounts payable to such User and in accordance with Section 8.2 hereunder. If Brunswick is not able to deduct the amounts or otherwise collect such amounts in accordance with Section 8.2, the User shall pay the Transaction Cancellation amount and Cancellation Costs immediately upon Brunswick’s first notice. All Transaction Cancellations must be done through Brunswick Systems, and may require the payment of certain Service Fees as set forth on the Website.

7-2. DISPUTES

In most cases, You may challenge Transaction Cancellation orders initiated by a Customer (including chargebacks) (“Dispute”) through Sync Payments, by providing information and documentation according to the relevant Operating Regulations. You acknowledge and agree that Brunswick will not have any liability with respect to the provision of such services. You further agree that the information and documentation provided will be shared with Your Customer, its payment providers and other relevant financial institutes. Failure to provide such information and documentation in a timely manner may not allow You to dispute the canceled transaction. Payment Networks or other payment method providers may either accept or deny Your challenge. Brunswick and the Processor will deduct the Dispute amount from Your User Payment Account upon a Dispute, including in accordance with its rights under Section 8.2, and will credit Your account if Your challenge is accepted by applicable issuing and acquiring banks. You acknowledge and agree that Brunswick is not a party to the Dispute challenging process.

7-3. REFUNDS

The User shall bear all costs and expenses associated with or resulting from any Refund (including any Service Fees incurred due to the original Transaction, which shall not be refunded). For the purpose hereof, “Refund” means a Transaction Cancellation, which is initiated by the User and results in the reimbursement of the Customer for all or some of the amounts paid in such Transaction. A Refund of a Transaction shall be subject to the existence of sufficient balance in the User Payment Account, such that it is possible to offset the refunded amount from the Settlement Amounts. Brunswick and the Processor shall have the right to withhold funds in the User Payment Account and/or deduct the associated Refund amount from the User Settlement Amounts, as required to process and pay Refunds. Brunswick may further decline any Refund when Brunswick believes that such an order increases the risk of a negative balance, or will otherwise risk Your ability to meet Your liabilities under these Service Terms.

8. RESERVE; COLLECTION OF DEBT; SET-OFF

8-1. RESERVE AMOUNT

You authorize Brunswick to instruct the Processor to establish and maintain (by itself or by financial institution partner(s)) a reserve amount to cover any amount that may become due from You to Brunswick or the Processor, including any expenses or losses, which may result from existing or expected Transaction Cancellations, Customer complaints, the nature of Your business, and Your activity through Sync Payments (“Reserve”). The reserve shall be funded by debiting Your User Payment Account or any bank account associated with Your Sync Payments account. Upon termination, full processing of open transactions, and disposal of hardware, the reserve will be released to You.

8-2. COLLECTION OF DEBT; SET-OFF

You agree to pay all amounts due or owed to Brunswick, in relation with any of Your accounts with Brunswick on demand. Your failure to pay amounts owed to Brunswick under these Service Terms, the Brunswick Terms, Processor Terms, Operating Regulations and/or any applicable law, is a breach, and You will be liable for any costs we incur during collection in addition to the amount You owe. Brunswick (by itself or by instructing the Processor) may collect and/or set-off any amount due to Brunswick from You, including any cost, expense or fee (including attorney and collection agency fees) associated with such collection, by: (a) instructing the Processor to deduct such amounts from Your User Payment Account balance, from other User Payment Accounts held under Your name or from the Reserve, and remit such deducted amounts to Brunswick; (b) debiting the bank account, credit card or any other payment method held by Brunswick, whether provided for registering to Sync Payments or otherwise (including any such payment methods associated with any other Brunswick account or Sync Payments account held under Your name); or (c) debiting any payment method connected to the website associated with Your Sync Payments account or connected with Your subscription to any other Brunswick Services.

9. LIMITATION OF LIABILITY; WARRANTY; INDEMNIFICATIONS

NEITHER BRUNSWICK NOR THE PROCESSOR (NOR ANY OTHER PARTY PROVIDING ANY PORTION OF SYNC PAYMENTS) SHALL BE RESPONSIBLE FOR ANY FAULTS, DELAYS OR INTERRUPTIONS IN SYNC PAYMENTS, WHICH ARE A RESULT OF ANY FAILURE OF THE BRUNSWICK WEBSITE, SYNC PAYMENTS SYSTEM, OR FORCE MAJEURE EVENTS, AS WELL AS SUCH FAULTS, DELAYS OR INTERRUPTIONS AS A RESULT OF RESTRICTIONS IMPOSED BY THE GOVERNMENT OR TELECOMMUNICATIONS SERVICE OPERATORS, OR AS RESULT OF ANY MISUSE OF SYNC PAYMENTS BY USERS. THE FOREGOING IS IN ADDITION TO THE LIMITATION OF LIABILITY AS SET FORTH IN THE BRUNSWICK TERMS OF USE.

IF ANY GUARANTEE, CONDITION, WARRANTY OR TERM IS IMPLIED OR IMPOSED BY ANY APPLICABLE LAW AND CANNOT BE EXCLUDED (A NON-EXCLUDABLE PROVISION), AND WE ARE ABLE TO LIMIT YOUR REMEDY FOR A BREACH OF THE NON-EXCLUDABLE PROVISION, THEN OUR LIABILITY FOR BREACH OF THE NON-EXCLUDABLE PROVISION IS LIMITED EXCLUSIVELY (SO FAR AS APPLICABLE LAWS DO NOT PROHIBIT) TO THE SUPPLYING OF SERVICES AGAIN, OR THE PAYMENT OF THE SERVICE FEES.

THE SYNC PAYMENTS SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OF ANY KIND. BRUNSWICK AND ITS AGENTS, AFFILIATES AND SERVICE PROVIDERS HEREBY DISCLAIM ALL OTHER TERMS, CONDITIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO OR ARISING OUT OF THESE SERVICE TERMS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED TERMS, CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

​For the purposes of this Section 9, the expression ‘force majeure event’ shall refer to events beyond the reasonable control of Brunswick, as described in the Terms of Use.

9-1. INDEMNIFICATION

The User will indemnify, defend and hold harmless Brunswick, its affiliates, and each of their respective sureties, officers, directors, agents, employees, parents and subsidiaries (each, a “Brunswick Party”), from and against any and all liability, damages, costs or expenses, including reasonable legal fees and expenses, for any third-party claim or demand, including any action brought, or fine, fee or penalty imposed, by any regulatory authority (each, a “Claim”) arising out of or related to: (i) The User’s breach of any representation, warranty, covenant or obligation under these Service Terms; (ii) gross negligence, fraud or willful misconduct on the part of the User or any of its officers, directors, employees, representatives or service providers, or any of their respective officers, directors and employees; (iii) any actions taken by Brunswick or its service providers in accordance with or in good faith reliance upon information or instructions provided by the User or any of its agents or representatives; (iv) any claim by a Customer, or any obligation owed to any Customer or other third party by the User, or any third party retained by the User; and (v) any actual or alleged infringement or misappropriation of any intellectual property rights of any third party by the User. The User shall not compromise or settle a Claim against any Brunswick Party without the Brunswick Party’s prior written consent.

9.1 MAINTENANCE & SERVICE INTERRUPTIONS

Brunswick, Processors, banks, Microsoft, or others may be required to perform maintenance on the Brunswick Services or related technology infrastructure which may result in service interruptions, delays, or errors. Brunswick will not be liable for any such interruptions, delays, errors, or bugs. Brunswick may contact you to assist you with the Brunswick Services and obtain information needed to identify and fix any errors. For avoidance of doubt, Brunswick is not liable for service interruptions.

Brunswick may release enhancements, improvements, or other updates to the Brunswick Services. You shall integrate and install any update into your systems within 30 days of your receipt of notice from Brunswick that such actions by you are required. Failure to install any updates in a timely fashion may impair the functionality of the Brunswick Services. Brunswick will have no liability for your failure to properly install the most current version of any update, and Brunswick will have no obligation to provide support or services for any outdated versions.

10. TERM & TERMINATION

10-1. TERM

The effect of these Service Terms, as may be amended from time to time, shall commence on the date You first access or use Sync Payments, and shall continue to be in effect for as long as You use Sync Payments or until termination according to the provisions of these Service Terms.

10-2. TERMINATION

You may close your Sync Payment account at any time and without cost, but you will remain liable for any outstanding transactions and purchases as well as any fees or other charges incurred. Brunswick will not issue refunds for amounts previously incurred through our Services once you close your account.

You may terminate these Service Terms at any time by notifying Brunswick in writing at techsupport@brunswickbowling.com. Without derogating from any other right Brunswick has, including the right to cancel or suspend Your use of Sync Payments as set forth above, Brunswick may terminate these Service Terms and discontinue Your use of Sync Payments at any time, for any reason, effective upon providing You a notice.

You agree to follow Brunswick’s directions to properly disable and dispose of hardware.

In certain circumstances, we may not allow you to close your account, including but not limited to: (i) to evade an investigation; (ii) you have open or pending purchases or transactions; or (iii) if you owe money to Brunswick due to your use of the Services.

10-3. EFFECTS OF TERMINATION

Upon termination: (i) You shall immediately cease Your use of Sync Payments; (ii) Brunswick reserves the right to withhold any amount payable to You until it believes that the risk of Disputes or other risks with respect to Your account are removed; (iii) Brunswick reserves the right (but has no obligation) to delete all of Your transaction information and account data stored on its servers; and (iv) Brunswick will not be liable to You for compensation, reimbursement or damages in connection with Your use of Sync Payments, or any termination or suspension of such use or deletion of Your information. The termination of these Service Terms, for any reason, shall not release You from any of Your debts or payment obligations to Brunswick under these Service Terms and the provisions of all sections that are relevant to such post-termination period, including the provisions of Section 8, together with any terms that by their nature are intended to survive such termination, shall survive such termination, including, without limitations, Sections 9 and 12-17, and Brunswick and the Processor may withhold amounts in Your account, as may be required to enforce such obligations. (v) You agree to return or dispose of Payment Terminals as instructed by Brunswick or Processor to be destroyed in a manner that is compliant with PCI DSS requirements and assume responsibility for any fees or fines incurred by not following the instructions; and (iv) You agrees to not resell, distribute and/or make available Payment Terminals to any third party.

10-4. CONSENT FOR ELECTRONIC COMMUNICATIONS

You agree and consent to receive electronically all communications, agreements, disclosures, notices and documents (collectively “Communications”) that we provide in connection with the Services we provide. We may at times be required to provide you with Communications in written form, which you agree to receive electronically instead of in paper form, including by sending via electronic mail to the email address you provide to us, or by posting notice or communicating with you via the Brunswick Cloud or our website. Communications include these Terms and any and all other agreements or policies to which you must agree in order to use the Services, including updates to those agreements and policies; payment authorizations and transaction receipts or confirmations customer service matters; and any other communication related to your use of the Services.

It is your responsibility to keep your email address accurate and up to date so that Brunswick can communicate with you. You can update the email address associated with your Brunswick account by logging in to the Brunswick Cloud or contacting techsupport@brunswickbowling.com.

All Communications sent in electronic format will be considered to be in “writing and are considered received by you upon posting through the Website or Brunswick Cloud, or sending to you via electronic email or SMS, regardless of whether you have accessed that communication.

11. CHANGES & UPDATES

Brunswick may change, suspend or terminate Sync Payments (or any features thereof, or prices applicable thereto), and/or change any of the Brunswick Terms with or without prior notice, at any time and in any manner. It is the User’s sole responsibility to review these Service Terms periodically, unless otherwise required by law, we will post a notice of the last date of update on this page. If any such changes involve the payment of additional Service Fees, we will provide a notice of such change to all Users in accordance with these Service Terms. If a User does not agree to such change, such User should discontinue the use of Sync Payments.

12. DISPUTE RESOLUTION, BINDING ARBITRATION & WAIVER OF JURY RIGHT

12-1. INFORMAL DISPUTE RESOLUTION

Brunswick wishes to resolve any disputes with You. You and Brunswick agree to use commercially reasonable efforts to resolve, promptly and in good faith, any controversy, claim or dispute between You and Brunswick arising from or in connection with these Service Terms. In connection with the foregoing, You agree to contact Brunswick and seek to resolve Your concerns informally by emailing techsupport@brunswickbowling.com. Brunswick will contact You by email and try to resolve Your issue. If Brunswick has not resolved the issue within 60 days after receiving Your email or such other timeframe provided to You by Brunswick, either You or Brunswick may initiate a proceeding in accordance with Section 12.2.

12-2. MANDATORY ARBRITRATION PROVISIONS

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

(i) Agreement to Arbitrate. You and Brunswick agree to resolve any claims relating to these Service Terms or Sync Payments through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to the Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability or validity.

(ii) Opt-Out of Agreement to Arbitrate. You can decline this agreement to arbitrate by sending an email to payments@brunswickbowling.com within 30 days of being verified for a Sync Payments account and using “OPT OUT” in the Subject.

(iii) Arbitration Procedures. We both agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes. The arbitration will be held in Muskegon, Michigan (to the extent that You are a U.S. resident) or any other location we mutually agree on.

(iv) Arbitration Fees & Incentives. The AAA rules will govern payment of all arbitration fees. Brunswick will pay all arbitration fees for individual arbitration for claims less than US$25,000. If You receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay You US$1,000 in addition to the award. Brunswick will not seek its attorneys’ fees and costs in arbitration, unless the arbitrator determines that Your claim is frivolous.

(v) Exceptions to the Agreement to Arbitrate. Either You or Brunswick may assert claims, if they qualify, in a small-claims court in Muskegon, MI (to the extent that You are a U.S. resident). Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of Sync Payments, or intellectual property infringement (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to You or Your claim, You agree to the exclusive jurisdiction of the state and federal courts in Muskegon, Michigan to resolve Your claim.

12-3. NO CLASS ACTIONS

You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are expressly not allowed. If this specific paragraph is held unenforceable or otherwise void, then the entirety of this Mandatory Arbitration Provisions section will be deemed void.

13. GOVERNING LAW

These Service Terms and Sync Payments will be governed by the laws of the State of Michigan and the United States of America, except for its conflicts of law principles.

14. ASSIGNMENT

Subject to compliance with all applicable Operating Regulations, Brunswick may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in Sync Payments to a third party without Your consent.

15. NOTICE

All notices provided by Brunswick hereunder or in connection with Your Registration or use of Sync Payments, shall be provided according to the provisions of the general Brunswick Terms of Use.

16. NO WAIVER

No waiver of any breach or default of any of the Brunswick Terms shall be deemed a waiver of any preceding or subsequent breach or default.

17. CONSTRUCTION

The headings, captions, headers, footers and version numbers contained in these Service Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Service Terms. The singular includes the plural, and the plural includes the singular. All references to “herein,” “hereunder,” “hereinabove,” or like words shall refer to these Service Terms as a whole and not to any particular section, sub-section, or clause contained in these Service Terms. The terms “include” and “including” are not limiting. Reference to any other terms, agreement or other document includes any permitted modifications, supplements, amendments and replacements.

These Service Terms were written in English You may access and view other language versions by changing Your Website language settings. If a translated (non-English) version of these Service Terms conflicts in any way with their English version, the provisions of the English version shall prevail. If any provision of these Service Terms is found to be wholly or partially unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Service Terms shall otherwise remain in full force and effect and enforceable.