Terms of Service

1. These terms, and how you accept them

1.1 These Terms of Service ("Terms") are a contract between you and POSX US Inc. ("POSX", "we", "us"), a company whose registered office is 16192 Coastal Highway, Lewes, Delaware 19958, United States (registered office); correspondence to 340 Madison Avenue, Suite 6D, New York, NY 10173, United States. Incorporated in Delaware, United States. File / registration no. 10279819. EIN 39-3559683.

1.2 You accept these Terms by ticking the acceptance box when you create an account. If you do not accept them, do not create an account and do not use POSX. Continuing to use POSX after we publish a change means you accept the changed version, as described in section 20.

1.3 These Terms incorporate, and you also agree to, the following documents, each published at https://posx.io/legal:

(a) the Privacy Policy, which explains what we do with your personal information;

(b) the End User Licence Agreement, which governs your right to install and use the app;

(c) the Cookie and Tracking Policy;

(d) any programme rules, promotion terms or merchant offer terms we publish for a specific campaign, which prevail over these Terms for that campaign only, to the extent of any conflict.

1.4 Please read section 17 (limitation of liability) and section 22 (dispute resolution) carefully. Section 22 requires most disputes to be resolved by individual arbitration and waives your right to a jury trial and to participate in a class action. You have 30 days to opt out.

1.5 Which POSX company you contract with. POSX operates through two companies: POSX US Inc. and POSX Commerce Technology Limited. Which one you contract with is determined by the country of residence you give us when you register, and is shown in your account at Settings → Legal → Your POSX entity. If you move to a country served by the other company, we will tell you before your account is transferred and you will be asked to accept that company's version of these Terms; your Reward Balance transfers with you.

2. Definitions

3. Who may use POSX

3.1 Eligibility

3.1.1 You may open an Account only if you are an individual, at least 18 years old (or the age of majority where you live, if higher), acting for yourself and not on behalf of anyone else, and resident in a country where we offer the Service. Accounts are personal. You may hold one Account. Businesses use the separate POSX merchant agreement, not these Terms.

3.1.2 You may not use POSX if you are a person or entity subject to sanctions administered by the United States (including the Office of Foreign Assets Control's Specially Designated Nationals list), the United Nations, the European Union, the United Kingdom or Hong Kong, or if you are located in, organised under the laws of, or ordinarily resident in a comprehensively sanctioned or restricted country or territory. The current list of restricted jurisdictions is in Appendix A.

3.1.3 You represent, each time you use the Service, that the statements in clauses 3.1.1 and 3.1.2 remain true, that the funds behind your purchases are lawfully yours, and that you are not using POSX to launder money, evade tax or sanctions, or finance terrorism.

3.1.4 Where we offer POSX. The Service is offered in the United States and in Hong Kong. We do not offer it, market it or accept registrations in the European Economic Area, the United Kingdom or Switzerland. Appendix A lists the places where the Service is not available and why.

3.2 Your Account and identity verification

3.2.1 You must give us accurate, current and complete information when you register, and keep it up to date. Using a false identity, another person's identity or a synthetic identity is a material breach of these Terms.

3.2.2 Because we hold value for you, we are required to verify who you are. You agree to provide identity documents, a selfie or liveness capture, proof of address and any other information we reasonably request, and to allow us and our providers to verify it, including against sanctions, politically-exposed-person and adverse-media sources. We may re-verify you at any time, and we must do so before certain limits or features become available.

3.2.3 We may refuse to open an Account, or restrict, suspend or close an Account, if verification fails, if information you give us is inaccurate, if we are unable to satisfy ourselves as to your identity or source of funds, or where we reasonably consider it necessary to comply with law. We are not always able to tell you the reason, and we may be legally prohibited from doing so.

3.2.4 Keep your credentials and your device secure, enable the security features we offer, and tell us immediately at support@posx.io if you suspect unauthorised access. You are responsible for activity carried out through your Account, except to the extent it results from our failure to take reasonable care.

4. What the Service does

4.1 POSX rewards real purchases at Partner Merchants. In outline: you link a payment method or otherwise let us see qualifying transactions; a Partner Merchant validates the purchase; POSX creates a Proof of Spend record; POSX credits a Reward to your Account; you redeem Rewards at Partner Merchants in the network.

4.2 Which merchants participate, which purchases qualify, what reward rate applies and what redemption options exist are set by POSX and the Partner Merchants and can change at any time. We will show the applicable rate in the app before you rely on it. Rates and offers are not promises about the future.

4.3 POSX runs a merchant-funded rewards programme and holds the resulting Reward Balance for you. POSX does not take deposits, does not provide banking, investment or advisory services, does not give you a general-purpose means of payment, and is not a securities firm or an exchange. How this works technically matters, so it is set out plainly:

(a) Rewards are not on a blockchain. Your Reward Balance is a record on POSX's own ledger. Nothing about your Rewards is written to a public blockchain, and no Reward is a token you hold.

(b) Where the app gives you a wallet, that wallet is yours, not ours. It is a self-custodial wallet provisioned through our technology partner Privy. Key material is split so that a transaction can only be signed with your authenticated device. POSX cannot move assets in your wallet without you, and we do not hold your assets.

(c) POSX's own treasury is held separately, with Fireblocks. Those are POSX's assets, not yours, and they are not commingled with anything in your wallet.

4.4 Because of (a) and (b), POSX does not take custody of your money or your assets, and does not hold value on your behalf that we could move on our own.

5. How Rewards are earned

5.1 Qualifying Purchases

5.1.1 A purchase earns a Reward only if all of the following are true: it is made at a Partner Merchant through a channel POSX supports; it is made using a payment method properly linked to your Account; the Partner Merchant validates it; it passes our risk controls; and it settles.

5.1.2 The rewarded amount excludes tax and duties, tips and gratuities, delivery and service charges, deposits, gift-card and stored-value purchases, cash-equivalent items, currency conversion charges, amounts refunded or charged back, and any category we exclude in the programme rules.

5.1.3 The Reward is calculated by applying the merchant, channel, activity, quality and risk factors published in the programme rules to the rewarded amount. We may cap the Reward per transaction, per merchant, per day or per period, and we will show any cap that applies before you transact where it is practicable to do so.

5.2 The lifecycle of a Reward

5.2.1 A Reward is only yours to redeem once it reaches the Rewarded state. Until then it is provisional and may change or disappear.

5.3 Adjustments, reversals and clawbacks

5.3.1 If a Qualifying Purchase is later refunded, cancelled, charged back, repriced or found to be invalid, we will reverse or adjust the corresponding Reward. If you have already redeemed it, we may deduct the equivalent from your Reward Balance, and if your Balance is insufficient we may set the shortfall against future Rewards.

5.3.2 If we determine that Rewards were obtained through error, misrepresentation, abuse or a breach of these Terms, we may reverse them without notice, close the Account and, where there has been fraud, pursue recovery of the value obtained.

5.3.3 Where we adjust or reverse a Reward you may dispute it by writing to support@posx.io within 60 days of the entry appearing in your ledger. We will review the underlying Proof of Spend record and respond within 15 business days.

6. What a Reward is — and what it is not

6.1 A Reward is a limited-purpose promotional benefit granted at our discretion under a loyalty programme. Its only function is to be redeemed for goods or services at Partner Merchants in the POSX network in accordance with these Terms.

6.2 A Reward is not, and you agree not to treat it as, any of the following:

(a) money, legal tender, a currency, a deposit or a claim on a deposit;

(b) electronic money, a payment instrument, a stored value facility or a means of payment outside the POSX network;

(c) a security, an investment contract, a share, a note, a derivative, a commodity or a commodity interest;

(d) a bank account or anything protected by a deposit insurance or deposit protection scheme (Rewards are not insured by the Federal Deposit Insurance Corporation, are not protected by the Securities Investor Protection Corporation, and are not guaranteed by any government agency);

(e) a right to interest, yield, dividend, profit share or any return; or

(f) a claim to any specific asset of POSX or of any Partner Merchant — clause 7.1 explains what your Reward Balance is and clause 7.2 explains what your Wallet is.

6.3 Rewards cannot be exchanged for cash, cannot be withdrawn, cannot be transferred, sold, assigned, pledged, gifted or traded to any other person, and cannot be listed or traded on any exchange or secondary market. Any attempted transfer is void, and we may void the Rewards concerned.

6.4 POSX makes no representation and gives no assurance about the future value of a Reward, about any listing, price, market or liquidity, or about the continued availability of the programme. You must not acquire or hold Rewards in the expectation of profit. Any forward-looking statement in POSX marketing, research or ecosystem material is an opinion about the future, not a commitment, and must not be relied on.

6.5 Rewards may expire. Unless a longer period is stated in the programme rules, an unredeemed Reward expires 24 months after it is credited. We will tell you at least 30 days before any Reward expires, by email and in the app, and we will show the expiry date of each Reward in your ledger.

6.6 If your Account closes, your Reward Balance is dealt with under section 11: you will be prompted to redeem before you close the Account yourself, and where we close it other than for your breach or for a legal reason you get a redemption period first. A Reward Balance is forfeited without a redemption period only where the Account is closed for fraud, for a material breach of section 10, or where the law requires it.

6.7 You are responsible for any tax arising from earning or redeeming Rewards. We do not give tax advice, and we may be required to report information about your Account to a tax authority.

6.8 We may change the reward rates, the programme rules, the redemption options, the expiry period, and the Partner Merchant network, and we may suspend or end the programme altogether. If we end the programme we will give you at least 90 days notice and a period in which to redeem your Reward Balance.

7. Your Reward Balance and your Wallet

7.1 Your Reward Balance

7.1.1 Your Reward Balance is a record we maintain on our own ledger. It is not held on a blockchain, it is not a token, and it is not money we hold for you. It is our contractual commitment to honour redemptions at Partner Merchants on the terms set out here.

7.1.2 Because the Reward Balance is a promise rather than an asset we hold for you, if POSX became insolvent you would rank as an ordinary unsecured creditor in respect of any unredeemed Reward Balance, and you might not be able to redeem it. You have not paid us for it: Rewards are funded by merchants out of their own budgets and cost you nothing. We say this plainly because it is the honest position, and because you should not treat a Reward Balance as savings.

7.1.3 You may not export, withdraw or transfer your Reward Balance off the POSX network, and you cannot convert it into cash. If we ever enable a transfer or withdrawal feature, separate terms will apply and additional verification will be required.

7.1.4 We may set limits on balances, redemption amounts and velocity, and may place a temporary hold on a Reward Balance where we reasonably suspect fraud, an unauthorised transaction, a sanctions match, or a legal obligation to do so. We will lift a hold as soon as the reason for it ends.

7.2 Your Wallet

7.2.1 Where the app provides a wallet, it is a self-custodial wallet provisioned through our technology partner Privy. Self-custodial means the assets in it are yours: signing requires your authenticated device, and POSX cannot move, freeze, spend or recover those assets on its own.

7.2.2 Two things follow, and both are yours to manage. First, the assets in your Wallet are not POSX's and would not be available to POSX's creditors if POSX failed. Second, we cannot undo a transaction you sign, we cannot reverse a transfer sent to the wrong address, and we cannot restore access if you lose every recovery method available to you. Complete the recovery set-up the app asks you for, and keep it safe.

7.2.3 Privy provides the wallet infrastructure under its own terms and privacy notice, which apply to you in addition to these Terms. privy.io

7.2.4 POSX holds its own treasury assets with Fireblocks. Those are POSX's assets, they are entirely separate from your Wallet, and they give POSX no access to anything of yours.

8. Redeeming Rewards

8.1 You redeem by following the flow in the app at a Partner Merchant. Once a Redemption is confirmed, the Rewards used are deducted from your Reward Balance and cannot be reinstated except as set out in these Terms.

8.2 The Partner Merchant, not POSX, sells you the goods or services. POSX is not a party to that sale. The merchant is responsible for the goods or services, their description, quality, fitness, delivery, warranty, returns and refunds, and for any consumer rights you have against a seller. Take those matters up with the merchant.

8.3 If a merchant cancels or refunds a transaction in which Rewards were redeemed, we will restore the Rewards to your Reward Balance once the merchant confirms the reversal. Where the transaction was partly paid in Rewards and partly by another method, the merchant determines how the refund is apportioned unless the programme rules say otherwise.

8.4 A Redemption may fail for reasons outside our control — merchant systems, connectivity, or a risk hold. Where a Redemption fails, Rewards are not deducted, or are restored.

9. Fees

9.1 POSX does not charge you a fee to open or hold an Account, to earn Rewards, or to redeem them at a Partner Merchant.

9.2 Your mobile network operator's data charges, and any charge your bank or card issuer applies to a purchase, are yours to pay and are nothing to do with us.

10. Things you must not do

You must not, and must not help or permit anyone else to:

(a) create or use more than one Account, or use an Account that is not yours;

(b) give false information, use another person's identity or payment method, or conceal your country of residence, including through a VPN, proxy or similar tool;

(c) manufacture, split, structure, round-trip, reverse or otherwise manipulate transactions to generate Rewards that do not correspond to genuine consumer spending;

(d) collude with a merchant, an employee of a merchant or another user to generate Rewards;

(e) use bots, scripts, scrapers, emulators, rooted or jailbroken devices, or automated means to access or interact with the Service;

(f) attempt to buy, sell, trade, broker or transfer Rewards or Accounts, or advertise doing so;

(g) reverse engineer, decompile, disassemble, tamper with or attempt to derive the source code, models, coefficients or risk logic of the Service, except to the extent that restriction is unenforceable by law;

(h) probe, scan or test the security of the Service other than in accordance with our published Vulnerability Disclosure Policy, or interfere with the availability of the Service;

(i) use the Service for anything unlawful, including money laundering, sanctions evasion, tax evasion, fraud or the purchase of goods you may not lawfully buy;

(j) infringe anyone's intellectual property, or misuse POSX's marks, name or brand; or

(k) use the Service in a way that damages POSX's reputation or the integrity of the reward network.

10.1 If we reasonably believe you have done any of these things, we may hold, reverse or void Rewards, restrict or suspend the Account, close it, and report the matter to a regulator, a payment network or law enforcement.

11. Suspension, closure and inactivity

11.1 You may close your Account at any time in Settings → Account → Delete account, or at https://posx.io/account-deletion. Redeem your Reward Balance first: on closure, any unredeemed Reward Balance is forfeited and has no cash value.

11.2 We may suspend or restrict your Account immediately where we reasonably suspect fraud, unauthorised use, a breach of section 10, a sanctions or legal risk, or a security threat; and we may close it on 30 days notice for any other reason, or immediately for a material breach. Where we close an Account other than for your breach or for a legal reason, we will give you a reasonable period to redeem your Reward Balance before it is forfeited.

11.3 If your Account is inactive for 24 consecutive months we may notify you and, if you do not respond within 60 days, close the Account.

11.4 Closure does not affect rights or obligations that accrued before it, and the sections listed in clause 24.9 survive.

12. Availability, changes and beta features

12.1 We work to keep POSX available but we do not promise uninterrupted or error-free service. We may suspend the Service for maintenance, security or legal reasons, and will give notice where it is practicable.

12.2 We may add, change, withdraw or discontinue features. Where a change materially reduces the Service you receive, we will tell you in advance as set out in section 20.

12.3 Features labelled beta, preview, pilot or experimental are provided as-is, may change or be withdrawn without notice, and are excluded from any service commitment.

13. Intellectual property

13.1 POSX and its licensors own the Service and everything in it — software, models, designs, text, graphics, the POSX name and logo and all other marks. Nothing in these Terms transfers any of it to you.

13.2 We grant you a personal, limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to use the Service for your own personal, non-commercial purposes in accordance with these Terms and the End User Licence Agreement. That licence ends when your Account closes.

13.3 If you send us feedback, ideas or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without obligation or attribution. Please do not send us anything you consider confidential.

13.4 Where you submit content — a support message, a review, a photograph of a receipt — you keep ownership and grant us a licence to use it as needed to operate the Service and to comply with law. You are responsible for having the right to submit it.

14. App stores, merchants and other third parties

14.1 You obtain the app from the Apple App Store or Google Play. Your use of the app is also governed by the End User Licence Agreement and by the app store's own terms. Apple and its subsidiaries are third-party beneficiaries of the End User Licence Agreement and may enforce it against you. Apple and Google are not responsible for the Service, for support, or for any claim relating to it.

14.2 The Service links to and depends on third-party services — merchants, payment networks, identity providers, custody providers and blockchain networks. We select them with care but we do not control them, and we are not responsible for their acts, omissions, availability, terms or content. Where a third-party service fails, our obligation is to act reasonably to restore or work around it, not to guarantee its performance.

15. No advice, and no offer of an investment

15.1 Nothing POSX publishes — in the app, on our websites, in marketing, in ecosystem material, in a whitepaper or in a research note — is financial, investment, legal, accounting or tax advice, a recommendation to acquire or dispose of anything, or an offer or invitation to buy any security or investment. No document is a prospectus and none has been reviewed by any securities regulator.

15.2 Any statement about market size, growth, adoption, network economics, token supply, listing, price or future value is a forward-looking statement subject to significant uncertainty. Actual outcomes will differ. Do not rely on such statements in deciding whether to use POSX.

16. Disclaimers

16.1 Except as expressly stated in these Terms and to the fullest extent the law allows, the Service is provided "as is" and "as available" and POSX disclaims all warranties, conditions and representations, express or implied, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy and non-infringement.

16.2 We do not warrant that the Service will be uninterrupted, timely, secure or error-free, that defects will be corrected, that any particular merchant, offer or reward rate will be available, or that data or reward calculations will be free of error.

16.3 Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you. In that case the exclusions apply to the greatest extent permitted.

17. Limitation of liability

17.1 Nothing in this section limits liability that cannot lawfully be limited — including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for gross negligence or wilful misconduct.

17.2 Subject to clause 17.1, POSX is not liable for indirect, incidental, special, consequential, exemplary or punitive loss, or for loss of profit, revenue, goodwill, opportunity, business or anticipated saving, however caused and whether or not we were advised such loss was possible. This exclusion does not apply to the redemption value of a Reward Balance wrongly withheld, reversed or lost through our breach, which is recoverable up to the cap in clause 17.3. We are not liable for a change in any market price or perceived value of a Reward, which is not something we control or promise.

17.3 Subject to clause 17.1, our total aggregate liability arising out of or in connection with these Terms and the Service, whether in contract, tort (including negligence), statute or otherwise, is limited to the greatest of: (a) the redemption value of the Reward Balance wrongly withheld, reversed or lost as a result of our breach; (b) the fees you paid us in the twelve months before the event giving rise to the claim; and (c) US$500.

17.4 We are not liable for anything caused by: your breach of these Terms; your failure to keep credentials or your device secure; the acts or omissions of a Partner Merchant, payment network, app store, telecommunications provider or blockchain network; or an event outside our reasonable control as described in clause 24.5.

17.5 This allocation of risk reflects the nature of the Service: Rewards are a promotional benefit funded by merchants rather than money you have deposited with us, and the cap is set so that the value actually at stake for you — your Reward Balance — remains recoverable. It is drawn to your attention here, in plain language, and you accept it expressly when you accept these Terms.

18. Indemnity

18.1 You will indemnify POSX, its affiliates and their officers, employees and agents against any loss, liability, damage, cost and reasonable legal expense arising out of your breach of these Terms, your misuse of the Service, your infringement of a third party's rights, or your violation of any law. We will tell you promptly of any claim, allow you to participate in the defence, and not settle without your consent where the settlement imposes an obligation on you. This indemnity is limited to claims brought by a third party, does not apply to the extent the loss results from our own negligence or breach, and does not require you to indemnify us in respect of a claim we bring against you.

19. Sanctions and export control

19.1 You must comply with all applicable trade sanctions and export control laws. You represent that you are not located in, and are not a national or resident of, a restricted jurisdiction listed in Appendix A, and that you are not on any restricted-party list.

19.2 We screen Accounts and transactions against sanctions lists and may freeze an Account, block a transaction and report it where a match is found. We may be legally prohibited from explaining such a step to you.

20. Changes to these Terms

20.1 We may change these Terms. We will publish the new version at https://posx.io/legal with a new version number and effective date.

20.2 Where a change materially affects your rights or obligations to your disadvantage, we will give you at least 30 days notice by email and in-app notice before it takes effect, and we will ask you to accept it. If you do not accept, you may close your Account, and we will keep your Reward Balance redeemable for at least 60 days after the change takes effect so that leaving does not cost you what you have earned. The same redemption window applies if we change the reward rates, the redemption options or the expiry period under clause 6.7 to your material disadvantage.

20.3 We may make a change immediately, without notice, where it is required by law or a regulator, is necessary to address a security or fraud risk, or is in your favour.

21. Notices and electronic communications

21.1 You agree to receive notices, disclosures, agreements and other communications from us electronically — in the app, by push notification, or by email to the address on your Account. Electronic communications satisfy any legal requirement that a communication be in writing, and you consent to the use of electronic records and signatures under the Electronic Signatures in Global and National Commerce Act. You may withdraw this consent at any time by writing to support@posx.io; withdrawing it does not close your Account, but we may not be able to offer every feature in paper form and we will tell you which. You may ask for a paper copy of any record at no charge, and you may update the email address we use at any time in Settings. To receive and keep electronic records you need a device with a current browser or the current version of the POSX app, an active email account, and the ability to view PDF files and to save or print what we send you.

21.2 Keep your email address current — a notice sent to the address on your Account is treated as received. Notices to us must be sent to legal@posx.io and, where these Terms require formal notice, also by post to POSX US Inc., 16192 Coastal Highway, Lewes, Delaware 19958, United States (registered office); correspondence to 340 Madison Avenue, Suite 6D, New York, NY 10173, United States.

22. Resolving disputes

22.1 Talk to us first

22.1.1 Before starting arbitration or any proceeding, you and POSX agree to try to resolve the dispute informally for 60 days. Send a Notice of Dispute to legal@posx.io and by post to the address in section 21.2, stating your name, the email on your Account, a description of the dispute, and the relief you seek. We will send you a notice in the same form. Either of us may ask for a telephone or video conference, which the other will attend in good faith. The 60-day period tolls any applicable limitation period. Sending the Notice of Dispute and allowing 60 days is a condition precedent to starting arbitration; attending a conference is not.

22.2 Binding individual arbitration

22.2.1 If the dispute is not resolved, it will be decided by binding arbitration administered by the American Arbitration Association (AAA) under the AAA Consumer Arbitration Rules, before one arbitrator, except as set out in clause 22.3. Any in-person hearing will be held in the county or district where you live, or by telephone or video conference if you prefer, as the AAA Consumer Arbitration Rules provide. POSX will pay the AAA filing, administrative and arbitrator fees for a claim brought by a consumer, other than the portion of the initial filing fee the AAA schedule allocates to the consumer, which we will reimburse unless the arbitrator finds the claim frivolous. Each party bears its own legal fees unless a statute or the award provides otherwise. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitrator may award any relief a court could award to you individually, and the award may be entered as a judgment in any court of competent jurisdiction.

22.2.2 Class action waiver and jury waiver. You and POSX each waive the right to a trial by jury and the right to bring, join or participate in a class, collective, consolidated or representative action. The arbitrator may not consolidate claims or preside over any form of class proceeding. If this clause is held unenforceable as to a particular claim or remedy, that claim or remedy is severed and heard in court, and the remainder stays in arbitration.

22.2.3 Mass arbitration. If 25 or more similar demands are filed by or with the assistance of the same counsel or coordinated entity, POSX may propose that the demands be administered in batches under the AAA's mass-arbitration procedures. Batching applies only if the AAA or the claimants agree; no claimant's demand is delayed or stayed without that agreement, and limitation periods are tolled for any demand awaiting its batch. If this clause is held invalid or unenforceable it is severed and the rest of this section 22 continues to apply.

22.2.4 Your right to opt out. You may opt out of this arbitration agreement by sending written notice to legal@posx.io with the subject line "Arbitration Opt-Out", stating your name and the email address on your Account, within 30 days of first accepting these Terms. Opting out does not affect any other part of these Terms and we will not treat you differently for doing so.

22.3 What is not arbitrated

22.3.1 Either of us may bring an individual claim in small claims court if it qualifies, and either of us may seek injunctive or other equitable relief in court to protect intellectual property or to stop unauthorised access to the Service.

22.3.2 Nothing in this section waives your right to seek public injunctive relief, and any claim for public injunctive relief that cannot be waived may be brought in court. If a court finds this section purports to waive such relief, that part is severed and the claim proceeds in court while the rest of the dispute stays in arbitration.

22.4 Governing law and forum

22.4.1 These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. For any dispute not subject to arbitration, you and POSX submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.

22.4.2 Where you live somewhere whose consumer law gives you rights you cannot contract out of, that law prevails over this section. In particular, if you are a consumer resident in the European Economic Area or the United Kingdom, nothing in these Terms deprives you of the protection of the mandatory law of your country of residence or of your right to bring proceedings in your local courts.

22.4.3 To the extent permitted by law, any claim must be brought within one year after it arises, or it is permanently barred.

22.5 Complaints

22.5.1 You can complain at any time to support@posx.io. We acknowledge complaints within 2 business days and aim to resolve them within 15 business days. Nothing in this section prevents you from complaining to a regulator or a consumer body in your country.

23. Unauthorised activity and correcting mistakes

23.1 Tell us quickly. If you see activity on your Account you did not authorise, or a Reward entry you believe is wrong, tell us at support@posx.io as soon as you can and in any event within 60 days of the entry appearing in your ledger. Reporting promptly is what allows us to stop further loss and to recover value.

23.2 What we do. We acknowledge your report within 2 business days, secure the Account, and complete our investigation within 10 business days, or within 45 days where the matter is complex and we tell you why. We will explain the outcome in writing.

23.3 While we investigate. Where the amount reported is material and your report is made within the 60-day window, we will.

23.4 Your liability. If you report unauthorised activity within the 60-day window and you have not acted fraudulently, your liability for that activity is limited to nil. You remain responsible for activity you authorised, for activity arising from your own fraud, and for loss caused by your failure to report promptly once you knew or should have known.

23.5 Our own mistakes. If we credit, debit or reverse a Reward in error we will correct the ledger and tell you what we changed and why. Correcting our error is not a reversal under clause 5.3 and does not count against you.

24. General

24.1 Entire agreement. These Terms and the documents they incorporate are the whole agreement between you and POSX about the Service, and replace any earlier understanding. Nothing in this clause limits liability for fraudulent misrepresentation.

24.2 Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary or, if that is not possible, severed; the rest continues in force.

24.3 No waiver. A failure or delay in enforcing a right is not a waiver of it.

24.4 Assignment. You may not assign or transfer these Terms or your Account. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets, on notice to you, provided your rights are not materially reduced.

24.5 Events outside our control. Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, industrial action, failure of a telecommunications, payment or blockchain network, act of government, or change of law. Obligations are suspended while the event continues.

24.6 No partnership. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between you and POSX.

24.7 Third parties. Except for Apple and its subsidiaries as stated in section 14.1, and for the POSX affiliates and personnel covered by sections 17 and 18, no one other than you and POSX has any right to enforce these Terms.

24.8 Language. These Terms are made in English. Any translation is provided for convenience only and the English version prevails.

24.9 Survival. Sections 6, 10, 11, 13, 15, 16, 17, 18, 21, 22, 23 and 24 survive the closure of your Account and the termination of these Terms.

25. How to contact us

Appendix A — Restricted jurisdictions

We do not offer the Service to people located in, ordinarily resident in, or organised under the laws of the places listed below. The list is maintained by POSX and may change without notice as sanctions and local licensing positions change.