Terms and Conditions

These Terms and Conditions (“Terms”) govern your access to and use of the PokiBit website and services (“Platform”, “Services”) available at www.pokibit.com.

The Platform is owned and operated by TransactBridge Inc., a company incorporated under the laws of the State of Delaware, United States of America, with its registered address at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex (“Company”, “we”, “us”, or “our”).

By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Services.

These Terms apply to your use of www.pokibit.com and all related services operated by TransactBridge Inc.

These terms including annexures and links herein, apply to your use of www.pokibit.com , any other linked pages, API keys, features, content or application services (including but without limitation to any mobile application, mobile site services) (“ www.pokibit.com ”) owned and operated byTransactbridge Inc. “We”, “Us”, “Our”-shall refer to PokiBit. “You”, “Yours”, “Yourself”, “Merchant” - refers to any non-registered individual or corporate body, registered user of PokiBit including but not limited to PokiBit merchants. “

“Applicable Laws” shall mean all applicable federal and state laws of the United States.

Before You may use the Website, You must read all of these General Terms of Use and the Specific Terms of Use (defined below) (hereinafter together referred to as the “ Terms ”) and the Privacy Policy provided on the Website. By using PokiBit and its affiliates’ products, software, services, and the Website or by availing any products offered by PokiBit’s partner institutions/lending partners, banks, financial institutions, , and technology service providers, card payment networks, (“Facility Providers”) or third parties (“Services”), You understand and agree that PokiBit will treat Your use of the Services as acceptance of these Terms from such point of usage. You agree that PokiBit reserves the right to update the Services from time to time.

You acknowledge and agree that all references to “PokiBit” shall mean the PokiBit affiliate for the Specific Terms of Use. You further agree that any claims relating to or arising from the Specific Terms of Use shall be brought solely against such PokiBit affiliates providing Services. PokiBit shall have no liability in respect of the same. You may not use the Services if you do not accept the Terms. If you do not agree to be bound by these Terms and the Privacy Policy, You may not use the Website in any way. It is strongly recommended for You to return to this page periodically to review the most current version of the Terms in force. PokiBit reserves the right at any time, at its sole discretion, to change or otherwise modify the Terms without prior notice, and your continued access or use of the Website signifies Your assent/ratification of the updated or modified Terms. If you object to these Terms or any subsequent modifications to these Terms in any way, your only recourse is to immediately terminate use of the Website. We may require you to agree to additional terms (if any) in connection with specific services that you may avail from time to time.

The Services are intended for use in jurisdictions where such use is legally permitted and are governed primarily under United States law.

1. PROPRIETARY RIGHTS

1.1. You acknowledge and agree that PokiBit owns all rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether registered or not). You further acknowledge that the Services may contain information which is designated confidential by PokiBit and that You shall not disclose such information without PokiBit's prior written consent.

1.2. PokiBit grants You a personal, non-exclusive, non-transferable, limited privilege to avail the Services and make personal use of the Website and/or the Services. This license does not confer any right to download, copy, create a derivative work, modify, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Services. You do not have the right to use any of PokiBit's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You do not have the right to remove, obscure, or alter any proprietary rights notices (including trademark and copyright notices), which may be affixed to or contained within the Services. You will not copy or transmit any of the Services.

2. USAGE OF THE WEBSITE AND USE OF SERVICES BY THE USER

2.1. You shall register to become a user of the Website only if You are of the age of 18 or above and can enter into binding contracts as per Applicable Laws. You are responsible for maintaining the secrecy of Your passwords, login and account information. You will be responsible for all use of the Website and/ or Services by You and anyone using Your password and login information (with or without our permission). You are responsible for maintaining the confidentiality of any login information and secure access credentials associated with Your PokiBit account. Accordingly, You are responsible for all activities that occur under Your account/in using Your secure credentials and PokiBit shall not be liable for any such change or action performed by using Your secure credentials on the Website.

2.2. You also agree to provide true, accurate, current and complete information about Yourself as and when prompted by the Website. If You provide any information that is untrue, inaccurate, not updated or incomplete (or becomes untrue, inaccurate or incomplete), or PokiBit has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, PokiBit shall have the right to suspend or terminate Your account and/or refuse any and all current or future use of the Website (or any portion thereof) or Services in connection thereto.

2.3. By making use of the Website, and furnishing Your contact details, You hereby agree that You are interested in knowing more or availing and/or purchasing various products, services that PokiBit or any other third party may offer to /provide to /share with /send to You from time to time through any means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail), WhatsApp or any other messaging service/mobile application or any other physical, electronic or digital means/mode. You hereby agree that PokiBit may contact You either electronically or through phone, to understand Your interest in the selected products and Services and to fulfil Your demand or complete Your application. Further, You also expressly agree and authorise PokiBit, its partners, service providers, vendors and other third parties to contact You for the purpose of (i) offering or inviting Your interest in availing other products or services offered by third parties, or (ii) for sending other marketing campaigns, offers, or any other information either on the Website or through other means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail), whatsapp or any other messaging service/mobile application or any other physical, electronic or digital means/mode.

2.4. You specifically understand and agree that by using the Website You authorise PokiBit, its affiliates, partners and third parties to contact You for any follow up calls in relation to the Services provided through the Website and/ or for offering or inviting Your interest in availing any other product or service offered by PokiBit or such third parties. You agree and consent to receive communications relating to all of the above on Your phone/mobile number (if any provided) by You on the Website and expressly waive any registration or preference made under DND/NCPR list under the applicable Telecom Regulatory Authority of India (TRAI) regulations.

2.5. You agree and authorise PokiBit to share Your information and make Your details available to its partner banks/financial institutions, its group companies, affiliates, vendors, service providers/Facility Providers and other third parties, in so far as required for providing various products and services and/or to provide You with various value-added services, in association with the Services selected by You or generally otherwise. You agree to receive communications through emails, telephone and/or SMS, from PokiBit or third parties. If You request not to receive such communication/marketing material any further, it shall be applicable prospectively only and shall not apply in respect to Your data already shared by PokiBit in accordance with this clause upon Your prior consent

2.6. You agree that we may conduct identity verification and customer due diligence in accordance with applicable U.S. laws, including anti-money laundering (AML) and counter-terrorism financing requirements. You agree to provide accurate and complete information as requested.

2.7. You agree and covenant that before the commencement of any Service(s) under these Terms, You shall provide the necessary documents (as determined in PokiBit’s sole discretion or when required by Facility Providers or governmental authorities or law enforcement agencies) (“ KYC Documents ”) to enable PokiBit to conduct the due diligence in respect of inter alia You and Your business / activities. PokiBit shall have the right to share the KYC Documents (or the information therein) and other related documents with the Facility Providers or governmental authorities or law enforcement agencies, as required under the Applicable Laws. You expressly consent PokiBit to rely on the KYC Documents provided by You for providing Services. You further acknowledge and agree that PokiBit reserves the right at all times to monitor, review, retain and/or disclose any information in relation to the Service(s) as necessary pursuant to satisfy any Applicable Laws, legal process or governmental request.

2.8. PokiBit shall have the right to demand from You, any (i) additional KYC Documents and /or (ii) any KYC related or other documents of Your customers or invoices, in its sole discretion and /or as per the Applicable Laws or pursuant to requests from governmental authorities or Facility Providers. Your failure to submit the KYC Documents when requisitioned shall entitle PokiBit to suspend the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the sole satisfaction of PokiBit.

2.9. You agree that PokiBit shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of Your products or services. Such obligations shall be Your sole responsibility. You shall indemnify PokiBit against any claim arising from such services or obligations and shall bear any and all expenses and/or costs relating thereto.

2.10.

You represent that you are not subject to sanctions or restrictions under applicable U.S. laws, including those administered by the Office of Foreign Assets Control (OFAC).

2.11. The usage of the Website may also require You to provide consent for providing Your Personal Information (“ PI ”) (including but not limited to any personal data or sensitive personal data as defined under Applicable Laws) or to authorise PokiBit to derive Your data/information from any source or public registry, as may be necessary to complete Your profile or Your application on the Website, conduct due diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services through this Website. PokiBit shall adhere to best industry practices including information security, data protection and privacy law while processing such applications. However, PokiBit shall not be liable to You against any liability or claims which may arise out of such transactions as any such PI is being collected, used, processed and shared with Your explicit consent.

2.12. You agree not to use the Website and/or Services for any purpose that is unlawful, illegal or forbidden by these Terms, or any local laws that might apply to You. Since the Website is in operation in India, while using the Website and/ or the Services, You shall agree to comply with laws that apply in India. We may, at our sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the Website and/ or Services.

2.13. You are prohibited from posting or transmitting to or through this Website: (i) any unlawful, threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party; (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (v) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates another person; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this Website.

2.14. You represent and warrant that:

(a) You are duly incorporated or established under the laws of Your jurisdiction and have all requisite power and authority to own and operate Your business.

(b) You have the full legal capacity and power to enter into, exercise Your rights under, and perform Your obligations under these Terms.

(c) The execution, delivery and performance of these Terms has been authorized by all necessary corporate and organizational actions including but not limited to board resolution and/or power of attorney and/or letter of authority to bind Your business and Your company/firm/organization.

(d) You have duly accepted these Terms, which form a legal, valid and binding obligation, enforceable in accordance with its clauses.

(e) You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world. Any breach of this provision shall be subject to immediate suspension or termination of any or all Services, at PokiBit’s sole discretion, and You shall be liable to indemnify PokiBit from the losses arising from such breach.

2.15. You further covenant and agree that You shall ensure that:

(a) Your use of the Services and sale of Your products/services are solely for Your own bona fide business activities which are in compliance with the Applicable Laws and also the instructions issued from time to time by the PokiBit and its Facility Providers.

(b) Your use of the Services corresponds to those activities under the categories You have expressly registered for at the time of entering into these Terms and as set out in Your onboarding form on the PokiBit dashboard or as otherwise approved in writing by PokiBit.

(c) You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties or Your affiliates.

(d) Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorised, is carried on with the intent to defraud, or is likely to result in Your unjust enrichment and/or unlawful gain.

(e) Your use of Services does not facilitate the offer, sale or purchase of prohibited products and/or services specified under these Terms.

(f) You hold informed consent of Your customers to share customer’s information with PokiBit and its affiliates in connection with the Services and/or for the purposes of sharing with governmental authorities as and when demanded under Applicable Laws, for the purpose of transaction tracking, fraud prevention, or otherwise required pursuant to regulatory authorities’ orders and/or notices including but not limited to notices under Section 91 of CRPC.

2.16. You acknowledge that the Services are of complex nature and require the intervention of the Facility Providers. You acknowledge and agree that PokiBit shall only be liable for acts or omissions which are solely and directly attributable to PokiBit.

2.17. In order to avail the Services, You shall take all necessary steps to facilitate the integration of PokiBit’s solutions with Your platform. It is hereby clarified that any Server to Server (S2S) integration, if done, shall be solely for the purpose of availing the Services and intended to be used or accessed only by You.

2.18. You shall assist PokiBit in furnishing to its auditors, the Facility Providers, governmental authorities, or law enforcement agencies, forthwith upon request from time to time, KYC Documents, relevant books, the original copy / copies of proof of transactions, invoices or other records, including pertaining to any order placed by Your customers. You shall retain records relating to transactions for a period of 10 (ten) years from the relevant date of the order placed on Your site. PokiBit and the Facility Providers, and/or governmental agencies and/or law enforcement agencies shall be entitled to audit and inspect the records and other data relating to the customer’s orders at any time whatsoever and without any prior notice. You shall ensure cooperation with PokiBit, its auditors, Facility Providers, governmental authorities, or law enforcement agencies for any audit, inspection or pursuant to any other request.

2.19. You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of PokiBit or the Facility Provider; (ii) represent that You have any rights to offer any products or services offered by PokiBit or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require PokiBit or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Your customer or any third party.

2.20. When a customer purchases a goods or services from You, You may, in Your sole discretion, impose any convenience fee on the customer. Any responsibility or losses incurred by PokiBit as a result of the charge of any such convenience fee by You to Your customers shall be borne by You. You shall also indemnify PokiBit for such liability or losses.

3. PAYMENT

3.1. Applicable fees for the provision of Services shall be levied by PokiBit from time to time. You agree that the fees shall be charged according to the manner, rates and frequency determined by PokiBit. PokiBit reserves the right to update the amount of the fees charged at its sole discretion.

3.2. Fees are exclusive of applicable taxes and PokiBit will charge such applicable taxes on the fees from time to time. You agree that any statutory variations in applicable taxes during the subsistence of these Terms shall be borne by You.

3.3. We will raise monthly invoices in respect of fees charged for Services provided during such months. Invoices are available on the dashboard on a monthly basis. Any dispute in respect of an invoice must be communicated by You to Us via a notice no later than ten (10) days from the date of the invoice. PokiBit shall use good faith efforts to reconcile any reasonably disputed amounts.

3.4. You shall be responsible for doing reconciliation on a daily basis for all the transactions processed. In case of discrepancies, You shall report to PokiBit regarding such discrepancy within three (3) working days. However, if any reconciliation issue is highlighted by You to PokiBit after three (3) working days from the transaction date, PokiBit shall not be responsible or liable in any way whatsoever in case such queries and/or concerns are not resolved.

3.5. All fees payable under these Terms shall be paid without any withholding or deduction except as required by applicable U.S. law. You are responsible for determining and fulfilling your own tax obligations arising from your use of the Services. Where required, you agree to provide accurate tax information, including any applicable tax identification details.

3.6. You are responsible for providing accurate billing and tax-related information, including any applicable tax identification details. We may issue invoices or transaction records in accordance with applicable U.S. laws. You are solely responsible for compliance with your tax obligations, including reporting and payment of any applicable federal, state, or local taxes.

4. THIRD PARTY LINKS/OFFERS

This Website may provide links to other websites or resources. Since PokiBit has no control over such third-party websites and resources, You acknowledge and agree that PokiBit is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that PokiBit shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Your interaction with any third party accessed through the Website is at Your own risk, and PokiBit will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third parties or for any personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with the third parties.

5. DISCLAIMER OF WARRANTY

PokiBit warrants that the Service(s) shall be provided materially in accordance with the services documentation available on the Website. PokiBit warrants that the Service(s) will perform in all material respects in accordance with these Terms. To the maximum extent permitted by Applicable Laws and except as stated in these Terms, the Services are provided on an “as is” basis. You acknowledge that PokiBit does not warrant that the Service(s) will be uninterrupted or error-free or fit for Your specific business purposes.

6. LIMITATION OF LIABILITY

6.1. PokiBit (including its officers, directors, employees, representatives, affiliates, and providers) will not be responsible or liable for (a) any injury, death, loss, claim, act of God, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with (i) any failure or delay (including without limitation the use of or inability to use any component of the Website), or (ii) any use of the Website or content, or (iii) the performance or non-performance by Us or any Facility Provider, even if we have been advised of the possibility of damages to such parties or any other party, or (iv) any damages to or viruses that may infect Your computer equipment or other property as the result of Your access to the Website or Your downloading of any content from the Website. The Website may provide links to other third-party websites. However, since PokiBit has no control over such third-party websites, You acknowledge and agree that PokiBit is not responsible for the availability of such third-party websites and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such third-party websites. You further acknowledge and agree that PokiBit shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party websites. Such third-party websites may have separate terms and conditions and privacy policy, and which are independent of PokiBit and therefore, we advise You to read the terms of use and conditions available on such websites before You access any such third- party website.

6.2. Notwithstanding anything under these Terms, PokiBit’s aggregate liability and that of its affiliates, officers, employees and agents relating to the Service(s), will not exceed an amount equal to one (1) month fees paid by You for the specific Service(s) giving rise to the liability. PokiBit’s liability under or in connection with Terms will be proportionately reduced to the extent any loss or damage is contributed to by You or Your third party providers.

7. INDEMNITY

You agree to indemnify and hold PokiBit (and its officers, affiliates, group company, directors, agents and employees) harmless from any and against all claims, whether or not brought by third parties, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys' fees, or arising out of or related to Your breach of these Terms, Your violation of any Applicable Laws or the rights of a third party, or Your use of the Website or any disputes between You and any third party.

8. WAIVER

Any failure or delay by PokiBit to enforce or exercise any provision of these Terms, or any related right, shall not constitute a waiver by PokiBit of that provision or right. The exercise of one or more of PokiBit’s rights hereunder shall not be a waiver of, or preclude the exercise of, any rights or remedies available to PokiBit under these Terms or in law or at equity. Any waiver of any provision shall only be effective if made in writing and executed by a duly authorized officer of PokiBit.

9. FORCE MAJEURE

If performance of Services/Website by PokiBit is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes, acts of God, epidemic, pandemic, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Website, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government, regulatory or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of PokiBit, then PokiBit shall be excused and discharged from such performance to the extent of and during the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to a breach by PokiBit of its obligations herein or incur any legal liability on PokiBit.

10. ANTI BRIBERY AND SANCTIONS LAWS

You agree to comply with all applicable anti-bribery and anti-corruption laws which prohibit officials, representatives, agents or any other person associated with or acting on behalf of You from giving, offering, promising to offer, receiving/ accepting or acting in any other manner so as to induce a payment, gift, hospitality or anything else of value (either directly or indirectly) whether from within the country or from abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of authority, elected or contesting electoral candidates, political parties or office bearers thereof or any other third party or person in order to obtain an improper commercial/ business advantage of any kind. Government officials include any government employee, candidate for public office, an employee of government- owned or government–controlled companies, public international organisations and political parties. You also agree not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, of anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing any decision in Your favour.

11. ADDITIONAL TERMS

11.1. You may not assign or otherwise transfer Your rights or obligations under these Terms. PokiBit may assign its rights and duties under these Terms without any such assignment being considered a change to the Terms and without any notice to You. If we fail to act on Your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches. Additional terms applicable to the Services provided by PokiBit or its affiliates are as under:

(a) These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

Any disputes arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state or federal courts located in Delaware, United States.

In any such action that We may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees. You acknowledge that You have read and have understood these Terms, and that these Terms have the same force and effect as a signed agreement. This clause shall survive termination of the Terms.

(b) Without prejudice to any other rights or remedies PokiBit may have, You hereby agree and confirm that PokiBit shall have the right to set-off by whatever means the whole or any part of Your liability to PokiBit under these Terms (or any other agreement between You and PokiBit or its affiliates) against any funds, sums or other amounts credited to, or owing to, You under these Terms (or any other agreement between You and PokiBit or its affiliates). You agree that PokiBit may exercise the right of set-off at any time, without any prior notice to You. In the event such set-off does not fully reimburse PokiBit for the liability owed, You shall pay PokiBit a sum equal to any shortfall thereof.

(c) You shall not (whether on-line or otherwise): (i) describe Yourself as an agent or representative of PokiBit or any Facility Provider; (ii) represent that You have any rights to offer any products or services offered by PokiBit or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require PokiBit or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to customer or any third party. (d) PokiBit reserves the right to make changes to the Website, related policies and agreements, these Terms and the Privacy Policy at any time as it deems fit and proper, including but not limited to comply with changes in law or regulation, correct inaccuracies, omissions, errors or ambiguities, reflect changes in the process flow, scope and nature of the Services and ancillary services, company reorganization, market practice or customer requirements. Upon any change, Your continued use of the Services and ancillary services constitutes acceptance of the changes and an agreement to be bound by Terms, as amended. If You do not agree to the changes, You may please discontinue Your use of the Services.

12. SUSPENSION AND TERMINATION

12.1. Notwithstanding anything to the contrary, PokiBit shall have the right to immediately suspend Services and settlement of any monies or payments to You, without any liability to You, in the event of the following:

(a) You breach any clause of these Terms.

(b) You facilitate any transaction which is unlawful or in contravention with ‘Prohibited Products and Services’ listed below.

(c) PokiBit receives instructions from Facility Providers or governmental authorities or law enforcement agencies to either suspend the Services, or part thereof, or directs to suspend the Services or part thereof regardless of whether there is pending investigation/enquiry into any alleged illegal/unlawful activities.

(d) You use the Services for any transactions which have a high-risk score as per PokiBit’s internal fraud assessment tools and other policies.

(e) PokiBit is of the opinion that there are suspicious circumstances surrounding Your activities.

(f) PokiBit is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals relating to Your use of Services.

(g) Your products / services infringe, or are suspected of infringing, intellectual property rights, copyrightable works, patented inventions, trademarks and trade secrets, or You are suspected of selling counterfeit and/or knock-off goods.

(h) You materially change the type of the products / services provided to end customers and as declared on the onboarding form, without obtaining PokiBit’s prior written permission to use the Services for the new or changed types of services / products, or it is discovered by PokiBit that You provided substantially misleading and / or false information about Your products / services as part of the onboarding activities.

(i) PokiBit in its sole discretion determines that Your activities expose PokiBit to risks which are unacceptable to PokiBit.

(j) PokiBit in its sole discretion is required to do so due to regulatory changes impacting the Services.

12.2. These Terms are effective upon the date You first access or use the Services and continue until terminated by You or PokiBit. We may terminate these Terms or close Your PokiBit account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of PokiBit). Where Applicable Laws requires advance notice of termination to be provided, we will, prior to termination, provide You with the required advance notice of termination.

12.3. Termination does not immediately relieve You of obligations incurred by You under these Terms. Upon termination, You agree to stop using the Services. Your continued or renewed use of the Services after termination serves to renew Your consent to the Terms. In addition, upon termination You understand and agree that We will not be liable to You for compensation, reimbursement, or damages related to Your use of the Services, or any termination or suspension of the Services or deletion of Your information or account data; and You will still liable to us for any fees or fines, or other financial obligation incurred by You or through Your use of the Services prior to termination.

PROHIBITED PRODUCTS AND SERVICES

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or Website memberships of pornography or illegal sites;

2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;

3. Body parts which includes organs or other body parts;

4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);

5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;

6. Child pornography which includes pornographic materials involving minors;

7. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;

8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;

9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;

10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;

11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;

12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;

13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;

14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;

15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;

16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;

17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;

18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;

19. Offensive goods which includes literature, products or other materials that: (a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b) Encourage or incite violent acts; or (c) Promote intolerance or hatred.

20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;

21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;

22. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;

23. Securities which includes government bonds or related financial products;

24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;

25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;

26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;

27. Wholesale currency which includes discounted currencies or currency exchanges;

28. Live animals or hides/skins/teeth, nails and other parts etc. of animals;

29. Multi-Level Marketing collection fees;

30. Matrix sites or sites using a matrix scheme approach;

31. Deceptive business practices, including misleading work-from-home schemes, get-rich-quick programs, or fraudulent earning opportunities.

32. Drop-shipped merchandise;

33. Any product or service that violates applicable federal, state, or local laws in the United States.

34. Provision of any services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses;

35. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);

36. Illegal gambling, lotteries, or games of chance that are not properly licensed or authorized under applicable law.

37. If You deal in intangible goods/ services (eg. Software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes and any other product or Service, which in the sole opinion of either the Partner Bank or the Acquiring Bank, is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to You from time to time. This shall be without prejudice to any other terms & conditions mentioned in these Terms;

38. Mailing lists;

39.

40. Money laundering services;

41. Database providers (for tele-callers);

42. Bidding/Auction houses;

44. Any other activities prohibited by Applicable Laws;

45. Entities operating as chit funds/ nidhi companies (except government or public sector unit (PSU) entities);

46. Unregulated/ unlicensed money service business (MSB) or money and value transfer services (MVTS) like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require license for such businesses.

The above list is subject to additions / changes by PokiBit, based on instructions received from Facility Providers, without any prior intimation to You.

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PokiBit is owned and operated by TransactBridge Inc., Delaware, United States.