Last updated: February 10, 2026

These Terms of Use (the "Terms") govern your use of Teamworks Wallet and provide information about the Teamworks Wallet service and app. When you create a Teamworks Wallet account, you must agree to these Terms.

1. TEAMWORKS WALLET SERVICES

Teamworks Innovations, Inc. and its affiliates (collectively, "We," "our," "us," or "Teamworks") agree to provide you with Teamworks Wallet including all of the Teamworks Wallet features, applications, services, technologies, and software (the "Services") subject to our agreements with certain third parties including Third Party Service Providers (as defined below). Please read the Terms carefully before using the Services. By using the Services, you agree to be bound and abide by these Terms.

Your use of the Services is also subject to our Privacy Policy, which is located at https://teamworks.com/privacy-policy/. We reserve the right to modify these Terms at any time as outlined herein. We also reserve the right to make any changes to the Services in any manner and to deny or terminate your access to all or part of the Services, even if you have an account, in our sole discretion.

2. TEAMWORKS AS A PAYMENT SETTLEMENT ENTITY AND TAX REPORTING OBLIGATIONS

2.1 Third-Party Settlement Organization Status

By using Teamworks Wallet, you acknowledge and agree that:

a) Teamworks operates as a Third Party Settlement Organization ("TPSO") under IRS regulations.

b) Teamworks Wallet functions as a third-party payment network that:

• Operates as a central organization with whom providers of goods or services (including student-athletes, universities, collectives, and other sports industry individuals and entities) establish accounts
• Facilitates agreements to settle transactions between providers and purchasers
• Establishes standards and mechanisms for settling such transactions
• May guarantee payment in settlement of such transactions

c) You understand that your use of Teamworks Wallet for payment transactions may result in tax reporting obligations.

2.2 Tax Reporting Services

Teamworks will provide the following tax reporting services:

a) For Domestic Users (U.S. Citizens and Residents):

• Teamworks will file Form 1099 with the IRS for all reportable payment transactions processed through Wallet Pay (Wallet-to-Wallet book payments, enabled for payors and administered through our payment workflow) in accordance with applicable IRS requirements and thresholds
• Teamworks will provide copies of such forms to recipients by applicable IRS deadlines

b) Important Limitations: Tax reporting is available ONLY for payments that meet ALL of these criteria:

• Payment flows through Wallet Pay (our Wallet-to-Wallet payment workflow originated within the Teamworks platform)
• Payment is tagged with a designated tax-reportable payment type
• Payment is processed as a book transfer between Wallet accounts

Tax reporting is NOT available for:

• ACH transfers (even if sent to/from Wallet accounts)
• Wire transfers
• Any payments outside the Wallet Pay workflow

2.3 Electronic Delivery of Communications

Consent to Electronic Delivery

By accepting these Terms of Use and using the Wallet service, you consent to receive all communications from us electronically, including but not limited to:

• Tax documents (including Forms 1099, 1042-S, and any other IRS-required tax forms)
• Account statements and transaction confirmations
• Legal and regulatory notices and disclosures
• Privacy policies and updates
• Service agreements and amendments to these Terms
• Payment notifications and receipts
• Any other communications related to your Wallet account

This consent applies to all accounts you open or maintain with Wallet, both now and in the future.

How We'll Communicate

We will provide electronic communications by:

• Sending them to your registered email address
• Posting them in your Wallet account documents section
• Sending push notifications through the Wallet mobile application

You agree to maintain a valid email address and promptly update it if it changes. You are responsible for all consequences of delayed or undelivered communications due to an invalid or outdated email address.

System Requirements

To access electronic communications, you need:

• A device with internet access
• A supported web browser (Chrome, Safari, Firefox, or Edge)
• PDF reader software (available free at adobe.com)
• A valid email address
• Sufficient storage to save documents

Your Right to Withdraw Consent

You may withdraw your consent to electronic delivery at any time by:

• Contacting Wallet Support at support@teamworks.com
• Updating your delivery preferences in Account Settings

If you withdraw consent:

• We'll send future communications by U.S. mail to your address on file
• This may result in the delayed delivery of time-sensitive documents
• Paper delivery fees may apply ($5 per document)
• Your withdrawal does not affect the legal validity of electronic communications sent before withdrawal

Updating Your Information

To ensure delivery of electronic communications:

• Keep your email address current in your account settings
• Notify us immediately if your email address changes
• Add wallet@teamworks.com to your email safe sender list

IMPORTANT TAX DOCUMENT NOTICE

By consenting to electronic delivery, you specifically agree that:

• All IRS tax forms will be delivered electronically unless you opt out
• Tax documents will be available by January 31 each year in your account
• You will not receive paper tax forms unless you specifically request them
• Electronic tax forms meet all IRS requirements for tax filing
• We will notify you via email when tax documents are available

Your consent remains in effect until you withdraw it as described above.

2.4 International Users: Sprintax Requirements and Withholding

For Foreign Users (Non-U.S. Citizens and Non-Residents):

a) Mandatory Sprintax Account Requirement

As a condition of completing Teamworks Wallet onboarding and accessing Payment Services (including receiving payments through Wallet Pay), all Foreign Users must:

• Create and maintain an active account with Sprintax, Teamworks' tax compliance service partner
• Complete all required Sprintax questionnaires fully, accurately, and truthfully
• Provide complete and accurate information to Sprintax, including but not limited to:
  • Tax treaty eligibility information
  • Form W-8BEN or other applicable Form W-8 series documentation
  • Residency status determinations and substantial presence test information
  • Tax identification numbers (TIN), Social Security Numbers (SSN), or Individual Taxpayer Identification Numbers (ITIN) when required
  • Any other information requested by Sprintax to determine your tax status and withholding obligations
• Keep all tax-related information current in both your Teamworks Wallet account and your Sprintax account
• Promptly update your Sprintax account if any information changes, including changes to your residency status, visa status, treaty eligibility, or receipt of a TIN/SSN/ITIN

b) Consequences of Non-Compliance with Sprintax Requirements

If you fail to create a Sprintax account and complete the Sprintax onboarding:

• You will not be able to complete Teamworks Wallet onboarding and apply for a cash account from our banking partner
• You will not have access to banking features within Teamworks Wallet
• You will not be visible as an eligible payment recipient within Wallet Pay
• You will not be able to receive payments through Wallet Pay

c) Teamworks Withholding Agent Services

When a payor (such as a university) has designated Teamworks as the withholding agent for payments to Foreign Users:

i. Withholding Rate Determination and Application

• Teamworks will calculate and apply withholding rates based exclusively on information and calculations provided by Sprintax through automated API integration
• Sprintax determines withholding rates based on the information YOU provide during Sprintax onboarding and through ongoing updates to your Sprintax account
• You acknowledge that the accuracy of withholding rates depends entirely on the completeness and accuracy of information you submit to Sprintax

ii. Withholding Timing and Adjustments

• Teamworks reserves the right to withhold federal income taxes either:
  • At the time of payment (by reducing the payment amount you receive), OR
  • After payment has been made (through recovery mechanisms described below)
• If Teamworks determines that insufficient withholding occurred on a prior payment due to incomplete, inaccurate, or outdated information you provided to Sprintax, Teamworks reserves the right to recover the under-withheld amount by:
  • Deducting the under-withheld amount from your Wallet cash account balance and remitting it to the payor prior to transferring the withheld amount from payor to Teamworks' tax holding account for remittance to the IRS
  • Withholding additional amounts from future payments to you until the under-withheld amount is fully recovered
  • Requiring you to directly repay the under-withheld amount
• By using Teamworks Wallet, you authorize Teamworks to initiate book transfers from your Wallet cash account to recover under-withheld tax amounts as described above

iii. Backup Withholding for Residents Without TINs

• If Sprintax determines, based on your submitted information, that you are a U.S. tax resident for purposes of the substantial presence test but you have not provided a valid TIN, SSN, or ITIN, Teamworks will withhold federal income taxes at the IRS-required backup withholding rate of 24%
• This withholding will continue until you provide valid tax identification documentation to Sprintax

d) User Responsibility and Liability Limitations

i. Your Sole Responsibility

You acknowledge and agree that you are solely responsible for:

• The accuracy and completeness of all information you provide to Sprintax
• Updating your Sprintax account when your circumstances change
• Consulting with qualified tax advisors regarding your specific tax obligations
• Understanding how U.S. tax laws, tax treaties, and your home country's tax laws apply to your situation
• Properly reporting all income on your tax returns in all applicable jurisdictions
• Paying any taxes owed that were not withheld
• Claiming any tax refunds for over-withholding directly with the IRS

ii. Limitation of Teamworks and Sprintax Liability

You acknowledge and agree that:

• Neither Teamworks nor Sprintax shall be held liable for any errors, penalties, interest, tax deficiencies, lost tax treaty benefits, adverse tax consequences, or other liabilities resulting from:
  • Incomplete, inaccurate, outdated, or false information you submitted to Teamworks, Sprintax, or any other required service partner
  • Your failure to update information when your circumstances changed
  • Your failure to notify Teamworks or Sprintax of changes to your residency status, visa status, or treaty eligibility
  • Errors or omissions by Sprintax in calculating withholding rates or classifying your tax status, EXCEPT where Teamworks had actual knowledge of such errors and failed to correct them
  • Your failure to claim available tax treaty benefits due to incomplete or inaccurate information provided to Sprintax
  • Your failure to obtain or provide required tax identification numbers (TIN/SSN/ITIN)

Teamworks SHALL retain liability only for:

• Teamworks' failure to correctly apply the withholding rate provided by Sprintax when Teamworks had no reason to know such rate was incorrect
• Teamworks' failure to remit properly withheld amounts to the IRS in accordance with IRS deadlines
• Teamworks' failure to file the required Form 1042-S when acting as the withholding agent

e) No Tax Advice

Neither Teamworks nor Sprintax provides tax, legal, or immigration advice. All information, forms, and withholding calculations are provided for administrative purposes only. You should consult qualified tax and legal advisors regarding your specific circumstances.

f) Changes to Residency Status

You must immediately update your Sprintax account if:

• You become a U.S. tax resident for any reason (including satisfaction of the substantial presence test)
• Your visa status changes
• You obtain a Social Security Number, Individual Taxpayer Identification Number, or other TIN
• Your eligibility for tax treaty benefits changes
• Any other circumstance that affects your U.S. tax status occurs

Failure to provide timely notification may result in incorrect withholding, tax penalties, and interest for which you will be solely responsible.

3. USER RESPONSIBILITIES FOR PAYMENT SERVICES

3.1 Account Setup and Maintenance

As a Teamworks Wallet user, you agree to:

a) Provide accurate, complete, and truthful information during account setup, including:

• Personal identity and/or entity verification information
• Tax documentation (Form W-9 for U.S. persons/entities, Form W-8 for foreign persons/entities)
• For Foreign Users: Complete Sprintax onboarding as required by Section 2.4

b) Maintain current and accurate information in your account(s) at all times

c) Promptly update any changes to your tax status, residency, or other material information

3.2 Payment Receiving

If you receive payments through Teamworks Wallet:

a) You acknowledge that payments received through Wallet Pay may be subject to relevant tax treatment and tax reporting, e.g. via Form 1099-K, 1042-S, etc

b) You are solely responsible for:

• Indicating your preferred recipient account to receive payments
• Properly reporting all income on your tax returns
• Paying any taxes owed on payments received
• Maintaining records of all transactions

c) You understand that Teamworks is not responsible for:

• Providing tax advice
• Ensuring you file your taxes properly
• Any penalties or interest resulting from your failure to properly report income

3.3 Payment Sending

If you send payments through Teamworks Wallet:

a) You must ensure you have valid contracts or agreements with payment recipients

b) You are responsible for:

• Verifying recipient account eligibility
• Ensuring payment accuracy
• Maintaining sufficient funds for all payments
• Compliance with all applicable laws and regulations
• Compliance with tax treatment and tax reporting arrangements

c) You acknowledge that payment instructions submitted through the platform cannot be verified by Teamworks for accuracy or legal compliance

3.4 Payment Reversals

a) Sometimes a payment needs to be reversed and returned to the party who sent it. This can happen when:

• A payment was made by mistake or sent to the wrong person
• A payment was unauthorized or fraudulent
• A payment was for something that wasn't delivered or realized
• A payment was made that the recipient wasn't entitled to keep (such as per diem for travel that didn't happen or expenses covered elsewhere)
• A bank or credit card company requires us to reverse the payment (like a chargeback)
• A payment violated our rules or the law

b) What We Can Do

If a payment needs to be reversed, we can:

• Take the money back from your account balance
• Hold other payments to you until the amount is recovered
• Charge you fees related to the reversal

c) Your Responsibility

If you received a payment that needs to be reversed, you agree to pay it back, even if you've already spent or withdrawn the money. You're responsible for making sure you only accept valid payments. By using our service, you authorize us to recover invalid payments from your accounts.

4. USE OF THIRD-PARTY BANKING RELATED SERVICES

The Services will include access to banking related services from various third-party service providers (the "Third-Party Services Providers"), including without limitation, Priority Technology Holdings, Inc. ("Priority"), its subsidiary Finxera, Inc. (NMLS #1168701), and certain financial institutions. Your use of the Third-Party Services Providers' services is only as a technology service provider of banking related services and is subject in all respects to our agreements with such Third-Party Services Providers. YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND TEAMWORKS FROM ANY COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), LOSSES, DAMAGES OR LIABILITY ARISING FROM ACTUAL OR ALLEGED IMPROPER USE OF THIRD-PARTY SERVICE PROVIDERS' SERVICES BY YOU.

5. DISCLAIMERS AND LIMITATIONS

5.1 Tax and Legal Disclaimers

a) NO TAX OR LEGAL ADVICE: Teamworks does not provide tax, legal, accounting, or compliance advice. All tax reporting determinations are made based on information you provide, and Teamworks is not responsible for any errors arising from inaccurate information.

b) RELIANCE ON USER INFORMATION: Teamworks relies entirely on the accuracy of information provided by users and has no obligation to verify such information.

c) RELIANCE ON SPRINTAX SERVICES: When acting as a withholding agent, Teamworks relies on Sprintax's automated systems to:

• Calculate applicable withholding rates based on user-provided information
• Determine user tax residency status based on user-provided information
• Identify tax treaty eligibility based on user-provided information
• Generate required tax forms (Form 1042-S)

d) USER TAX OBLIGATIONS: You are solely responsible for:

• Understanding your tax obligations in the US and abroad, when applicable
• Filing accurate tax returns
• Paying all taxes owed
• Obtaining professional tax advice when needed
• If you are a Foreign User: Maintaining accurate information in your Sprintax account and understanding how U.S. tax withholding applies to your specific situation

5.2 Payment Processing Disclaimers

a) Teamworks processes payment instructions exactly as submitted and has no obligation to verify their accuracy

b) Teamworks is not responsible for:

• Payments made to incorrect recipients
• Insufficient funds in payor accounts
• Disputes between payors and recipients
• Compliance with NCAA rules or other regulatory requirements
• Any consequences with immigration laws, visa requirements, or related to governmental procedures

6. HOW YOU CAN'T USE TEAMWORKS WALLET

• You can't do anything unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose
• You can't do anything that is patently offensive in any manner
• You can't violate these Terms, any of our other policies, or do anything that is contrary to Teamworks' reputation
• You can't do anything to interfere with or impair the intended operation of the Services
• You can't do anything that violates someone else's rights, including infringing on their intellectual property rights
• You can't provide false or misleading tax information or misrepresent your tax status
• You can't use the Services to evade tax obligations

7. USER CONTENT, CONTENT REMOVAL, AND DISABLING OR TERMINATING YOUR ACCOUNT

Teamworks is a technology company, not a bank. Banking services provided through the Services are provided by Third-Party Services Providers, including Priority. The Services also include the opportunity for you to access money transmission services using Third-Party Services Providers. Teamworks and Teamworks Wallet do not provide money transmission services. Money transmission services relating to the Passport Program are provided by Priority, directly or through its subsidiary Finxera, Inc. (NMLS #1168701) or its authorized affiliates and contractors. You are solely responsible for your accounts opened through use of the Services.

8. COMPLIANCE AND COOPERATION

8.1 Regulatory Compliance

You agree to:

• Comply with all applicable laws and regulations
• Cooperate with any regulatory inquiries or investigations
• Provide information as reasonably requested for compliance purposes

8.2 Audit Cooperation

You agree to cooperate fully with any audit, investigation, or inquiry by tax authorities or governmental agencies related to payments processed through the Services, including providing relevant documentation and information as requested.

9. TEAMWORKS OWNERSHIP OF THE SERVICES AND SOFTWARE

The Services and any other application or software provided to you under these Terms shall remain the sole and exclusive property of Teamworks, including all applicable rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights of Teamworks inherent therein. You further agree that you shall not in any way question or dispute ownership by Teamworks of the Services. In addition, you shall not:

• Copy all or any portion of the Services
• Modify the Services in any way
• Distribute, disclose, market, rent, lease, assign, sublicense, pledge or otherwise transfer any of the Services, in whole or in part, to any third party
• Remove or alter any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels appearing on the Services
• Post private or confidential information or do anything that violates someone else's rights, including intellectual property
• Use the Services for any purpose or in any manner other than as expressed in these Terms

10. ADDITIONAL TERMS

• If any aspect of these Terms is unenforceable, the rest will remain in effect. Any amendment or waiver to these Terms must be in writing and signed by us. If we fail to enforce any aspect of these Terms, it will not be a waiver. We reserve all rights not expressly granted to you.
• These Terms do not give rights to any third parties. You cannot transfer your rights or obligations under these Terms without our consent. Our rights and obligations can be assigned to others.
• The Services are provided "as is," and we can't guarantee the Services will be safe and secure or will work perfectly all the time. To the extent permitted by law, we disclaim all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
• If there is an issue with our Services, we can't know all possible impacts. You agree that we won't be responsible for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms, even if we know they are possible. This includes when we delete your content, information, or account. Our aggregate liability arising out of or relating to these Terms will not exceed the greater of $50 or the amount you have paid us in the past twelve months.
• You agree to defend, indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with these Terms or your use of the Services. You will cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.
• Instead of using arbitration, you or we can bring claims in your local "small claims" court, if the rules of that court will allow it. If you don't bring your claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), the claims must be resolved through binding individual arbitration. The American Arbitration Association will administer all arbitrations under its Consumer Arbitration Rules. You and we expressly waive a trial by jury. Any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. Neither you or Teamworks may seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity.
• The laws of the State of North Carolina, to the extent not preempted by or inconsistent with federal law, will govern these Terms and any claim, without regard to conflict of law provisions.

11. ORDER OF PRECEDENCE

If you have entered into any other agreement with Teamworks that specifically governs payment services, tax reporting, or withholding services (such as a Payment Services Addendum), the terms of that specific agreement will control to the extent of any conflict with these Terms.

12. UPDATING THESE TERMS

We may change our Services and policies, and we may need to update these Terms to accurately reflect them. Unless otherwise required by law, we will notify you (for example, through our Services) before we make changes to these Terms and will give you an opportunity to review them before they take effect. Then, if you continue to use the Services, you will be bound by the updated Terms.