Pit Pay

Pit Pay Terms of Service

Last Updated: 11-15-2019

Welcome, and thank you for your interest in Pit Pay Inc. (“Pit Pay,” “we,” or “us”) and our mobile application and website at www.pitpay.com, along with our App (defined below), related websites, networks, applications, and other services provided by us (collectively, the “Service”). These Terms (defined below) are a legally binding contract between you and Pit Pay regarding your use of the Service. These Terms contain waivers, limitations of liability, and indemnification provisions for the benefit of Pit Pay, as well as for the benefit of certain other third parties related to Events (defined below) or Venues (defined below) for which you are using the Service (see Section 3 below).

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PIT PAY’S PRIVACY POLICY (TOGETHER, THESE “Terms”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND PIT PAY’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY PIT PAY AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 18, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND PIT PAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 18.)

1. PIT PAY SERVICE OVERVIEW

1.1 General Overview. Pit Pay makes available a mobile app called “Pit Pay” (the “App”) that provides a simple way for operators (“Operators”) of participating race tracks, recreational facilities, and other participating venues (each, including any Restricted Areas (defined below), a “Venue”) to allow you to register to participate in or attend activities and events involving the Restricted Areas of the Venues (each, an “Event”), and may include the option for you to purchase a pass for access to Events (each, a “Pass”). Pit Pay provides the App and related services to Operators to manage (a) purchase of Passes by Event attendees or other Event participants (each, a “Participant”) and (b) obtaining confirmation of Participants’ agreement to the Terms (including the Standard Release (defined below) and any Venue-specific or Event-specific liability waivers and other terms) (collectively, the “Participant Agreements”). If you purchase a Pass through the App, you must have your phone with you to display the Pass to enter a Venue.

1.2 Disclaimer. Pit Pay itself is not the owner or operator of any Venues and each Operator is solely responsible for making sure all of its Events comply with all applicable laws. Pit Pay makes no representations or warranties as to the quality, safety, or legality of any Event or Venue.

2. ELIGIBILITY

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from any part of the Service; and (c) your registration for and your use of the Service is in compliance with any and all applicable laws and regulations. If you have been permanently barred from entering a Venue or are currently suspended from a Venue, you may not purchase a Pass for that Venue through the App. If you are a parent, legal guardian, or temporary legal guardian of a minor under the age of 18 (“Child”), you may create a sub-account for your Child (each, a “Sub-Account”) and by doing so you (i) represent and warrant that you are the parent, legal guardian, or temporary legal guardian of each Child for which you create a Sub-Account and (ii) accept these Terms on behalf of your Child(ren).

3. RELEASE, WAIVER, AND ASSUMPTION OF RISK

3.1 Standard Release. Your use of the App is specifically conditioned on your agreement to, in addition to the other terms in the Terms, the following Release and Waiver of Liability, Assumption of Risk and Indemnity Agreement (the “Standard Release”), and you (as “Undersigned” or “I” for purposes of the Standard Release), hereby agree to the Standard Release on behalf of yourself, your personal representatives, heirs, and next of kin and, for each Child for whom you create a Sub-Account, on behalf of that Child and that Child’s representatives, heirs, and next of kin. The Standard Release itself does not grant you any right to access any Restricted Area; such access is at the discretion of Operators and their agents. You may be required to accept additional terms and conditions, through the App or otherwise, before you are granted access to a Restricted Area. Acceptance of these Terms constitutes “signing” of the Standard Release.

RELEASE and WAIVER of LIABILITY, ASSUMPTION of RISK and INDEMNITY AGREEMENT

IN CONSIDERATION of being permitted to compete, officiate, observe, work, or participate in any way in the EVENT(S) or being permitted to enter for any purpose any “RESTRICTED AREA” (defined as any area requiring special authorization, credentials, or permission to enter or any area to which admission by the general public is restricted or prohibited), EACH OF THE UNDERSIGNED, for himself, his personal representatives, heirs, and next of kin:

Acknowledges

, agrees, and represents that he has or will immediately upon entering any of such RESTRICTED AREAS, and will continuously thereafter, inspect the RESTRICTED AREAS which he enters, and he further agrees and warrants that, if at any time, he is in or about RESTRICTED AREAS and he feels anything to be unsafe, he will immediately advise the officials of such and if necessary will leave the RESTRICTED AREAS and/or refuse to participate further in the EVENT(S).

HEREBY RELEASES

, WAIVES, DISCHARGES AND COVENANTS NOT TO SUE the promoters, participants, racing associations, sanctioning organizations or any subdivision thereof, track operators, track owners, officials, competition vehicle owners, drivers, pit crews, rescue personnel, any persons in any RESTRICTED AREA, promoters, sponsors, advertisers, owners and leasees of premises used to conduct the EVENTS(S), premises and event inspectors, surveyors, underwriters, consultants and others who give recommendations, directions, or instructions or engage in risk evaluation or loss control activities regarding the premises or EVENT(S) and each of them, their directors, officers, agents and employees, all for the purposes herein referred to as “Releasees,” FROM ALL LIABILITY TO THE UNDERSIGNED, his personal representatives, assigns, heirs, and next of kin FOR ANY AND ALL LOSS OR DAMAGE, AND ANY CLAIM OR DEMANDS THEREFORE ON ACCOUNT OF INJURY TO THE PERSON OR PROPERTY OR RESULTING IN DEATH OF THE UNDERSIGNED ARISING OUT OF OR RELATED TO THE EVENT(S), WHETHER CAUSED BY THE NEGLIGENCE OF THE RELEASEES OR OTHERWISE.

HEREBY AGREES TO INDEMNIFY AND SAVE AND HOLD HARMLESS

the Releasees and each of them FROM ANY LOSS, LIABILITY, DAMAGE, OR COST they may incur arising out of or related to the UNDERSIGNED’S INJURY OR DEATH, WHETHER CAUSED BY THE NEGLIGENCE OF THE RELEASEES OR OTHERWISE.

HEREBY ASSUMES FULL RESPONSIBILITY FOR ANY RISK OF BODILY INJURY, DEATH OR PROPERTY DAMAGE

arising out of or related to the EVENT(S) whether caused by theNEGLIGENCE OF RELEASEES or otherwise.

HEREBY

acknowledges that THE ACTIVITIES OF THE EVENT(S) ARE VERY DANGEROUS and involve the risk of serious injury and/or death and/or property damage. Each of THE UNDERSIGNED, also expressly acknowledges that INJURIES RECEIVED MAY BE COMPOUNDED OR INCREASED BY NEGLIGENT RESCUE OPERATIONS OR PROCEDURES OF THE RELEASES.

HEREBY

agrees that this Release and Waiver of Liability, Assumption of Risk and Indemnity Agreement extends to all acts of negligence by the Releasees, INCLUDING NEGLIGENT RESCUE OPERATIONS and intended to be as broad and inclusive as is permitted by the laws of the State or Province in which the Event(s) is/are conducted and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.

I HAVE READ THIS RELEASE AND WAIVER OF LIABILITY, ASSUMPTION OF RISK, AND INDEMNITY AGREEMENT, UNDERSTAND ITS TERMS, UNDERSTAND THAT I HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT, AND HAVE SIGNED IT FREELY AND VOLUNTARILY WITHOUT ANY INDUCEMENT, ASSURANCE OR GUARANTEE BEING MADE TO ME AND INTEND MY SIGNATURE TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW.

3.2 Additional Releases, Waivers, and Other Terms. When purchasing a Pass for a particular Event or otherwise using the App to register to attend or participate in a particular Event, you may also be required to agree to additional releases, waivers, or other terms for that Venue or Event, each of which are, when agreed to by you (through purchase of a Pass that references those terms or otherwise indicating your acceptance to those terms via the App) hereby incorporated into the Terms.

4. ACCOUNTS AND REGISTRATION

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, date of birth, address, email address, or other contact information, as well as a copy of your driver’s license (or such other form of identification as we may require). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us atsupport@pitpay.com.

5. FEES

5.1 General Terms. Certain features of the Service may require you to pay fees. These fees are solely in consideration of the purchase of Passes and Pit Pay’s provision of the Service, including the ability to agree to Participant Agreements via the App. Your participation in the Events or use of the Venues is not conditioned on your use of the Service or payment of fees to Pit Pay. If you wish to participate in an Event or use the Venues without using the App, please contact the Operator directly for an alternative form of event registration. All fees are in U.S. dollars. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are non-refundable.

5.2 Price. Pit Pay reserves the right to determine pricing for the Service. Pit Pay will make reasonable efforts to keep pricing information published on the website up to date. Pit Pay may change the fees for any feature of the Service, including changes to add additional fees or charges, if Pit Pay gives you advance notice of changes before they apply. Pit Pay, at its sole discretion, may make promotional offers with different features and different pricing to any of Pit Pay’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

5.3 Authorization. You authorize Pit Pay and its payment processors to charge all sums for the orders that you make through the Service as described in these Terms or otherwise published by Pit Pay, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Pit Pay or its payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available

6. LICENSES

6.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Pit Pay grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of the App on a mobile device that you own or control; and (b) access and use the Service.

6.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, resell, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.

6.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Pit Pay an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

7. OWNERSHIP; PROPRIETARY RIGHTS

The Service is owned and operated by Pit Pay and its licensors and other third-party suppliers. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Pit Pay are protected by intellectual property and other laws. All Materials included in the Service are the property of Pit Pay or its third-party licensors. Except as expressly authorized by Pit Pay, you may not make use of the Materials. Pit Pay reserves all rights to the Materials not granted expressly in these Terms.

8. THIRD PARTY TERMS

8.1 Third Party Services and Linked Websites. Pit Pay may provide tools through the Service that enable you to export information, including User Content (defined below), to third party services, including through features that allow you to link your account on Pit Pay with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using these tools, you agree that Pit Pay may transfer that information to the applicable third party service. Third party services are not under Pit Pay’s control, and, to the fullest extent permitted by law, Pit Pay is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Pit Pay’s control, and Pit Pay is not responsible for their content.

8.2 Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

9. USER CONTENT

9.1 User Content Generally. Certain features of the Service may permit users to upload content to the Service, including photos, video, images, folders, data, text, and other types of works (“User Content”) and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.

9.2 Limited License Grant to Pit Pay. By providing User Content to or via the Service, you grant Pit Pay an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.

9.3 User Content Representations and Warranties. Pit Pay disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:

you

are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Pit Pay and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Pit Pay, the Service, and these Terms;

your

User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Pit Pay to violate any law or regulation; and

your

User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

9.4 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content. Pit Pay may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Pit Pay with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Pit Pay does not permit copyright-infringing activities on the Service.

9.5 Monitoring Content. Pit Pay does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Pit Pay reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Pit Pay chooses to monitor the content, Pit Pay still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

10. COMMUNICATIONS.

10.1 Text Messaging. Pit Pay and those acting on our behalf may send you text (SMS) messages at the phone number you provide us, including to verify your account upon registration. When you provide your phone number, you agree to receive messages from us. These messages may include operational messages about your use of the Service, account verification, and password reset instructions. You may update the phone number associated with your account at any time through the App or by sending an email tosupport@pitpay.com. Operational text messages are essential to the Service. If you do not wish to receive operational text messages from us, do not use the Service. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive text messages is not a condition of any purchase or use of the Service. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.

10.2 Push Notifications. When you install the App on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the App is not on. You can turn off notifications by visiting your mobile device’s “settings” page.

10.3 Email. We may send you emails concerning out products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

11. PROHIBITED CONDUCT

11.1 BY USING THE SERVICE YOU AGREE NOT TO:

use

the Service for any illegal purpose or in violation of any local, state, national, or international law;

use

the Service to purchase a Pass or register for an Event on behalf of another person (except for a Child for whom you have created a Sub-Account in accordance with these Terms) or to purchase a Pass or register yourself for an Event from which you have been prohibited from participating;

perform

any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;

violate

, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

e. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

interfere

with the operation of the Service or any user’s enjoyment of the Service, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code or interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

sell

or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or

attempt

to do any of the acts described in this Section 11 or assist or permit any person in engaging in any of the acts described in this Section 11.

12. Digital Millennium Copyright Act

12.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

Pit Pay Inc.

ATTN: Legal Department (Copyright Notification)

7168 Weddington Rd., Suite 148 Concord, North Carolina 28027

Email: copyright@pitpay.com

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

description of the copyrighted work or other intellectual property that you claim has been infringed;

description of the material that you claim is infringing and where it is located on the Service;

your

address, telephone number, and email address;

statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

12.2 Repeat Infringers. Pit Pay will promptly terminate the accounts of users that are determined by Pit Pay to be repeat infringers.

13. MODIFICATION OF THESE TERMS

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 13, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose except that if the dispute is in connection with a Pass purchase or otherwise related to an Event for which you have purchased a Pass through the App, then, unless the change was as a result of a change in applicable legal requirements, the version of the Terms that were in effect at the time you purchased the Pass will apply to all disputes arising in connection with such Pass or Event.

14. TERM, TERMINATION AND MODIFICATION OF THE SERVICE

14.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 14.2.

14.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Pit Pay may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at support@pitpay.com.

14.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Pit Pay any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 3, 6.3, 7, 14.3, 15, 16, 17, 18, and 19 will survive.

14.4 Modification of the Service. Pit Pay reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Pit Pay will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

15. INDEMNITY

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Pit Pay and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Pit Pay Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party, including any Operator. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

16. DISCLAIMERS; NO WARRANTIES

16.1

THE

SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. PIT PAY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. PIT PAY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND PIT PAY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

16.2

PIT

PAY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SAFETY, LEGALITY, OF ANY EVENT OR VENUE, OR THE TRUTH OR ACCURACY OF ANY INFORMATION PROVIDED BY AN OPERATOR, OR AN OPERATOR’S ABILITY TO HOST AN EVENT OR OPERATE A VENUE. PIT PAY HAS NO RESPONSIBLITIY TO YOU FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY OPERATOR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, SUBSIDIARIES AND AGENTS.

16.3

ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR PIT PAY ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE PIT PAY ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

16.4

THE

LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Pit Pay does not disclaim any warranty or other right that Pit Pay is prohibited from disclaiming under applicable law.

17. LIMITATION OF LIABILITY

17.1

THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PIT PAY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PIT PAY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

17.2

YOU

ACKNOWLEDGE AND AGREE THAT (A) ATTENDING AN EVENT IS INHERENTLY RISKY AND MAY INVOLVE DANGEROUS CONDITIONS THAT RESULT IN INJURY, SERIOUS BODILY HARM, AND EVEN DEATH AND (B) PIT PAY IS NOT RESPONSIBLE FOR ANY INJURIES OR FATALITIES THAT MAY OCCUR AT ANY VENUE.

17.3

EXCEPT

AS PROVIDED IN SECTION 18.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE PIT PAY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO PIT PAY FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.

17.4

EACH

PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. DISPUTE RESOLUTION AND ARBITRATION

18.1 Generally. In the interest of resolving disputes between you and Pit Pay in the most expedient and cost effective manner, and except as described in Section 18.2 and 18.3, you and Pit Pay agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PIT PAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

18.2 Exceptions. Despite the provisions of Section 18, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

18.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 within 30 days after the date that you agree to these Terms by sending a letter to Pit Pay Inc., Attention: Legal Department – Arbitration Opt-Out, 7168 Weddington Rd., Suite 148, Concord, North Carolina 28027 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Pit Pay receives your Opt-Out Notice, this Section 18 will be void and any action arising out of these Terms will be resolved as set forth in Section 19.3. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

18.4 Arbitrator. Any arbitration between you and Pit Pay will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online atwww.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Pit Pay. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

18.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Pit Pay’s address for Notice is: Pit Pay Inc., 7168 Weddington Rd., Suite 148, Concord, North Carolina 28027. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Pit Pay may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Pit Pay must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Pit Pay in settlement of the dispute prior to the award, Pit Pay will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

18.6 Fees. If you commence arbitration in accordance with these Terms, Pit Pay will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Mecklenburg County, North Carolina, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Pit Pay for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

18.7 No Class Actions. YOU AND PIT PAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Pit Pay agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

18.8 Modifications to this Arbitration Provision. If Pit Pay makes any future change to this arbitration provision, other than a change to Pit Pay’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Pit Pay’s address for Notice of Arbitration, in which case your account with Pit Pay will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

18.9 Enforceability. If Section 18.7 or the entirety of this Section 18 is found to be unenforceable, or if Pit Pay receives an Opt-Out Notice from you, then the entirety of this Section 18 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19.2 will govern any action arising out of or related to these Terms.

19. MISCELLANEOUS

19.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Pit Pay regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

19.2 Third Party Beneficiaries. You and Pit Pay acknowledge and agree that the Operators and Releasees are third party beneficiaries of this Agreement. The provisions contained in Section 3 are made expressly for the benefit of the Releasees and are enforceable by the Releasees.

19.3 Governing Law. These Terms are governed by the laws of the State of North Carolina without regard to conflict of law principles. You and Pit Pay submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Mecklenburg County, North Carolina for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in North Carolina, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

19.4 Privacy Policy. Please read the Pit Pay Privacy Policy www.PitPay.com/Privacy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Pit Pay Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

19.5 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from any portion of the Service (together with all Participant Agreements, the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

19.6 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

19.7 Contact Information. The Service is offered by Pit Pay Inc., located at 7168 Weddington Rd., Suite 148, Concord, North Carolina 28027. You may contact us by sending correspondence to that address or by emailing us at support@pitpay.com.

19.8 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

19.9 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

19.10 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

20. NOTICE REGARDING APPLE

This Section 20 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Pit Pay only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.