Pop Terms of Service

Last Updated: June 24, 2022

These POP Wallet ("Pop", "we", "us", or "our") Terms of Service ("Agreement") govern your use of Pop's products and services through our website located at https://gopop.app (the "Site") and our mobile device and web-based applications ("Apps"). This Agreement constitutes a binding obligation between you and POP WALLET. To make this Agreement easier to read, the Site, Apps, and the services that we provide through the Site and the Apps are collectively referred to in this Agreement as the "Services." The Services are provided by POP WALLET, including its affiliates as applicable and identified in written communications, electronic transmissions, receipts or otherwise that reference this Agreement.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THIS AGREEMENT YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND POP WALLET THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 "DISPUTE RESOLUTION" FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

We will periodically revise and update this Agreement and post the updated version to the Site and Apps, as further described in Section 3 (Changes to Agreement or Services).

1. Terms

   By using our Services, you agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In that case, "you" and "your" will also refer to that entity. In addition to this Agreement, the use of our Services to receive payments for goods and services is subject to the POP Wallet Terms and Conditions. POP WALLET also offers application programming interfaces, software development kit files, access keys or credentials, software, code (including script libraries), developer platform, or associated documentation (collectively, the "POP WALLET API"). If you use the POP WALLET API, such use is governed by the POP WALLET API Terms.

2. Changes to Agreement or Services

   We may update this Agreement at any time, at our sole discretion. If we do so, we will deliver a notice by posting the updated Agreement on the Apps and on the Site, and potentially through other communication(s) deemed appropriate by us. Accordingly, it is important that you review this Agreement on our Apps or Site regularly for updates, including when you use the Services. If you continue to use the Services after we have posted an updated Agreement, you are agreeing to be bound by the updated Agreement. If you do not agree to be bound by the updated Agreement, then, except as otherwise provided in Section 21(i), you may not use the Services anymore. As our Services evolve, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

3. Accounts

   (a) Eligibility. If you wish to access the Services, you must create an account with POP WALLET and in certain cases with a Third-Party Partner ("Account"). To open an Account and use the Services, you must be 18 years of age or older and capable of forming a binding contract, in compliance with the terms of this Agreement, and not otherwise barred from using the Services under applicable law. We may establish additional eligibility criteria at our discretion.

   (b) Your Account Credentials and Security Obligations. When you create an Account, you must retain access to the Account-linked email and any other credentials that are established to access your Account ("Credentials") to continue to access your Account and to use the Services. You must maintain the security of your Account by protecting your Credentials and Account-linked devices, agree to not disclose your Credentials to anyone, and immediately notify us if you discover or otherwise suspect any security breach related to your Account, receive an Account communication that you do not recognize, receive any notification concerning your Account regarding an event that you do not recognize, or if you discover or otherwise suspect any other unauthorized use of or access to your Account. You are responsible for all activities that occur on your Account, whether or not you know about them. You agree to cooperate fully with the legal authorities and POP WALLET in any investigation of activity on your Account. You may only register one personal Account.

   (c) Your Information. You must provide all requested information completely and accurately, including your full legal name, email address, phone number, and any other information we may require to open or maintain an Account. This includes a designated bank account ("Bank Account") where applicable. You agree to update such information, as needed, to keep it accurate and complete. Failure to do so may result in suspension or termination of your Account, or your access to certain features or functions of the Services. We or a Third-Party Partner may also request, and you agree to provide, additional information to confirm your identity, substantiate the accuracy of your account information, or confirm your purpose in using the Services.

   (d) Usernames. You may select a unique alpha-numeric name to identify yourself on the Services ("Username"). You may not select a Username that misleads or deceives others as to your identity or creates an undue risk of fraudulent or mistaken payments. You may be required to change your Username at our sole discretion.

   (e) Blocking IDs. In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.

   (f) Restricted Jurisdictions. You may not use the Services if you are located in, or a citizen or resident of any state, country, territory, or other jurisdiction that is embargoed or sanctioned by the United States or where your use of the Services would violate any applicable law. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where POP WALLET or its Third-Party Partners have determined to prohibit use of the Services (collectively, "Restricted Jurisdictions"). You agree to notify POP WALLET and close your Account before establishing residency in any Restricted Jurisdiction. If you attempt to access your Account from a Restricted Jurisdiction, you are ordinarily a resident of a Restricted Jurisdiction, or POP WALLET believes that you are attempting such access or have become a resident of a Restricted Jurisdiction, POP WALLET may restrict your Account, and any pending transactions may be canceled (including any recurring purchases). If this happens, you should contact hi@gopop.app, and you may be asked to provide supplemental information about the foregoing.

4. Third-Party Partners

   (a) General. POP WALLET has partnered with third parties to facilitate, provide, or otherwise offer certain parts of the Services ("Third-Party Partners"). You may be required to enter into additional agreements with such Third-Party Partners in order to enable or access certain functions of the Services. POP WALLET does not have control of, or liability for, the products or services offered by Third-Party Partners.

   (b) Enhanced Verification. Depending on your use of the Services, and Pop's risk determination, POP WALLET may, in its sole discretion, require identity verification, screening procedures, or enhanced verification using our Third-Party Partners ("Enhanced Account Verification"). As a result, you may be required to provide our Third-Party Partner with certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number, photograph of your government-issued ID or other photographic proof of your identity, and information regarding any of your linked Bank Accounts. You hereby authorize POP WALLET, directly or through our Third-Party Partner, to make any inquiries necessary to verify your identity or protect against fraud, including but not limited to: (i) query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth); (ii) query account information associated with your linked Bank Account (e.g., name or account balance); and (iii) take reasonably necessary actions to comply with applicable law. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. POP WALLET will have no liability or responsibility for any permanent or temporary inability to access or use any Services, including your inability to withdraw the balance of your Account or execute transactions, as a result of any identity verification or other screening procedures.

5. Services Generally

   (a) General. POP WALLET provides a technology platform to facilitate payments to designated third parties through a proprietary solution that includes leveraging the Lightning Network Daemon protocol. POP WALLET passes instructions that come from your Account to Prime Trust, which administers such transactions (see Section 5 above). POP WALLET is not a party to any transaction. All transactions through the Services must satisfy the requirements that we may communicate to you from time to time on the Site or in the Apps. POP WALLET may in its sole discretion or as required by its Third-Party Partners suspend or prevent any transaction to comply with applicable law or prevent fraud. You may view any applicable balance and transaction history associated with your Account through the Services.

   (b) License. POP WALLET grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Services, subject to this Agreement. POP WALLET reserves all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trademark, and other laws. Nothing in the Agreement gives you a right to use, in any manner, the POP WALLET name or any of the POP WALLET trademarks, product names, logos, domain names, layout or design of any page or form contained on a page, other distinctive brand features, or other proprietary or intellectual property rights ("POP WALLET Marks"). All right, title, and interest in and to the Services and the POP WALLET Marks are and will remain the exclusive property of POP WALLET.

   (c) No Third-Party Commercial Use. You may not use the Services on behalf of a third party on a professional or commercial basis (i.e., for a fee).

   (d) Funding Transactions. POP WALLET relies on a third-party service, Plaid, to establish connections to Bank Accounts. Only certain banks are supported by Plaid. Your use of Plaid's services is subject to your agreement with the Plaid and not this Agreement, and may enable data exchange between the Services and Plaid. You must fund your balance using US Dollars. You represent and warrant that you have the legal right to use any payment method you use to fund your Account. Each time you instruct us through the Services to add funds from your linked Bank Account or linked debit card to your Account, you authorize our Third-Party Partner or us to (i) immediately debit the Bank Account or linked debit card for the amount instructed, either in a single or recurring transaction, as applicable, and (ii) move funds to your applicable Bank Account or applicable debit card if your funding transaction is canceled or otherwise returned. You can cancel this authorization by unlinking your Bank Account or debit card from your Account. You authorize us or Prime Trust to automatically debit your Account or your linked payment methods for any amounts you owe to us or Prime Trust. If eligible, you may also direct payments made to you from your employer or otherwise into your Account using the bank routing and account number provided to you via Prime Trust's direct deposit program. The recipient's name on any direct deposits must match the name on your Account. You may experience delay in receiving your first direct deposit in your Account as a result of variations in processing times of various payroll providers.

   (e) Withdrawal Transactions. You must link a Bank Account to withdraw US Dollars from your Account. Withdrawals cannot be made to debit cards.

   (f) No Cancellations or Modifications. Transactions cannot be reversed, modified, or canceled once you have submitted transaction details through the Services or otherwise confirmed that you wish to proceed with the transaction. POP WALLET cannot assist you to reverse, modify, or cancel any transactions.

   (g) Transaction Limits. Prime Trust or POP WALLET may establish, and have the right to modify at any time at their sole discretion, certain limits for transactions based on (i) a risk assessment, (ii) suspected or actual illegal activity or fraud, (iii) a suspected or actual security threat, or (iv) your violation of this Agreement.

   (h) Accuracy of Information. You represent and warrant that any information you provide via the Services is accurate and complete. You accept and acknowledge that POP WALLET is not responsible for any errors or omissions that you make in connection with any transaction initiated via the Services, for instance, if you mistype a recipient's Username or otherwise provide incorrect information. You agree to review your transactions carefully before completing them through the Services.

   (i) NO REFUNDS OR REVERSALS. POP WALLET AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR MAKING ANY REFUNDS OR REVERSING ANY TRANSACTIONS UNLESS REQUIRED UNDER APPLICABLE LAW. YOU UNDERSTAND THAT ONCE A TRANSACTION IS SUBMITTED, NEITHER POP WALLET NOR ITS AFFILIATES CAN REVERSE, CANCEL, OR MODIFY THE TRANSACTION THROUGH OUR SERVICES. IN THE EVENT YOU HAVE CONNECTED A BANK ACCOUNT AND AN AUTOMATED CLEARING HOUSE DEBIT FROM YOUR BANK ACCOUNT TO FUND A PAYMENT REQUESTED BY YOU THROUGH THE SERVICES IS REJECTED OR REVERSED FOR ANY REASON, YOU AUTHORIZE OUR THIRD-PARTY PARTNER OR US TO REVERSE THE CORRESPONDING PAYMENT TO YOU VIA DEBIT FROM YOUR ACCOUNT, OR IF THERE ARE INSUFFICIENT FUNDS IN YOUR ACCOUNT AT THE TIME OF DEBIT, YOU AGREE TO PAY THE AMOUNT OF THE PAYMENT BACK TO POP WALLET WITHIN FIVE (5) BUSINESS DAYS.

   (j) Third Parties. POP WALLET is not responsible for any goods or services that you may receive from, or any action by, a third party with respect to any transfer of funds or virtual currency using the Services. POP WALLET is not responsible for ensuring that any third party that you may transact with will complete the transaction.

6. Fees

   (a) Fees Associated with the Services. There is no cost to you to create an Account. We do not currently charge fees for the Services; however, we reserve the right to do so in the future, and in such case any applicable fees will be shown to you at the time of or prior to your confirmation of a transaction to which a fee applies. Transactions on the Bitcoin Network or the Lightning Network may incur fees, which will be passed on to you. POP WALLET reserves the right to pass on fees charged by Third-Party Partners to you.

   (b) Merchant Fees. The costs associated with any applicable transactions between you and a merchant are solely established by the merchant.

   (c) Taxes. It is your responsibility to determine what, if any, taxes apply to: (i) transactions; (ii) the POP WALLET Referral Program (see Appendix B); (iii) any trading activity you conduct as part of your use of the Buy and Sell Bitcoin Program (as defined below); or (iv) your use of any of the other Services. It is your responsibility to report and remit any such tax to the appropriate tax authority. You agree that POP WALLET is not responsible for determining whether taxes apply to your use of the Services, including your transactions, or for collecting, reporting, withholding, or remitting any taxes arising from your use of the Services.

7. Payments for Goods and Services

   You may use the Services to offer payments to merchants for goods and services. All such merchant transactions are between you and the merchant. POP WALLET and its affiliates are not responsible for delivery of any goods or services under any applicable sales agreement that you may enter into with any merchants. You must contact merchants directly for issues related to refunds, returns, and exchanges. We do not currently support refunds through the Services, so refunds may only be available via gift card, discount code, or other unlinked payment method. You should review each merchant's refund policy prior to completing a merchant transaction.

8. "Buy and Sell Bitcoin" Program

   (a) POP WALLET and Prime Trust provide you with the ability to buy and sell bitcoin using the Services (the "Buy and Sell Bitcoin Program"). You acknowledge the Risk Disclosures (see Section 10) associated with the Buy and Sell Bitcoin Program, and you understand that holding, investing, or trading in cryptocurrencies can be extremely risky. Such risks include volatile market price swings, flash crashes, and cybersecurity risks. Any bitcoin you deposit in your Account or buy through the Buy and Sell Bitcoin Program is held in custody by Prime Trust. The Buy and Sell Bitcoin Program is subject to transaction limits, which may vary.

   (b) POP WALLET is not liable for any price fluctuations in bitcoin. In the event of material market events or other prevailing circumstances, we may do one or more of the following: (i) suspend access to the Buy and Sell Bitcoin Program; or (ii) prevent you from completing any actions via the Buy and Sell Bitcoin Program. We will not be liable for any losses suffered by you resulting from such actions. Following any such event, when the Buy and Sell Bitcoin Program resumes, you acknowledge that prevailing market rates, including any applicable conversion rate, may differ significantly from the rates available prior to such event.

   (c) POP WALLET may, at its sole discretion or as directed by Prime Trust, prohibit, limit, or restrict the purchase or sale of bitcoin in your Account.

   (d) Before you confirm your bitcoin buy or sell order, a bid or ask quote for the USD price of bitcoin that will be applied to your order will be displayed. The bid or ask price quote to buy or sell bitcoin may be different from the aggregated historical market price displayed in the bitcoin price chart or the bitcoin price displayed for informational purposes with the price chart, which can be accessed by tapping or clicking on the bitcoin icon in the POP WALLET app. For the bitcoin chart and associated bitcoin price displayed for informational purposes, we obtain bitcoin price data from one or more third-party service providers. Charts, including any charts relating to past prices of bitcoin, are provided for informational purposes only and should not be relied upon as an accurate or complete representation of the value of bitcoin. For the Buy and Sell Bitcoin feature, Prime Trust sources bitcoin and provides the price quote at which you can purchase or sell bitcoin at a given point in time. We pass that price directly on to you without adding any additional fees. That is the price quoted to you when you use the Buy and Sell Bitcoin feature on the Apps, and it is the price that is applied to your bitcoin purchase or sale. The price quote to buy or sell bitcoin will expire after a short period of time. The amount of bitcoin that will be purchased or sold, based on that price quote, will also be displayed. The amount of bitcoin purchased or sold is calculated by dividing the dollar amount by the price of such bitcoin, which in certain cases may require rounding to the nearest decimal place. You are responsible for ensuring that the appropriate USD amount is entered into the Services when you place an order to purchase or sell bitcoin.

   (e) ONCE YOU HAVE SUBMITTED A BITCOIN BUY OR SELL ORDER, IT IS NOT POSSIBLE TO CHANGE, WITHDRAW, REVERSE, MODIFY, OR CANCEL YOUR ORDER. If you have insufficient funds in your Account to fulfill the bitcoin buy or sell order, the transaction will not be completed. NEITHER POP WALLET NOR ITS AFFILIATES GUARANTEE THAT ANY ORDER TO BUY OR SELL BITCOIN THAT YOU PLACE WILL BE FILLED.

   (f) You agree that, whenever you withdraw bitcoin from your Account to an external wallet (a "Withdrawal"), you will comply with all applicable laws. You are solely responsible for providing accurate instructions for any Withdrawal, and POP WALLET, its affiliates, and Prime Trust are not responsible for any loss or delay incurred with respect to a Withdrawal executed in accordance with your instructions. Withdrawals may be delayed as a result of latency, disruption, congestion, or other delay on the Bitcoin Network. In order to initiate a Withdrawal, you may be required to provide proof of identity, control over Bank Accounts associated with your Account, or other information. Prime Trust or POP WALLET may delay or prevent a Withdrawal if Prime Trust or POP WALLET perceive a risk of illegal activity, fraud, or other violation of Prime Trust's or Pop's Anti-Money Laundering program or procedures. Prime Trust or POP WALLET may also cancel any pending Withdrawal as required by law or in response to a subpoena, court order, or government order. A WITHDRAWAL CANNOT BE REVERSED, MODIFIED, OR CANCELED ONCE IT HAS BEEN CONFIRMED BY YOU.

   (g) If bitcoin deposits are enabled on your Account, the only virtual currency that may be deposited into your Account is bitcoin (a "Deposit"), and any Deposit you initiate must conform to the protocols of the receiving wallet. You agree to comply with all applicable laws in initiating a Deposit, and you will not deposit bitcoin to your Account from a wallet associated with the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC") list of Specially Designated Nationals and Blocked Persons ("SDN List"). The person initiating the deposit is solely responsible for executing the transaction correctly and for paying any applicable Bitcoin Network fees. Deposits must be recognized by the number of network confirmations determined by POP WALLET or Prime Trust in its or their discretion, and Deposits may be delayed before appearing in your Account. POP WALLET and its affiliates are not responsible for any erroneous or delayed Deposits for any reason, including erroneous instructions or address information.

   (h) POP WALLET or Prime Trust may, in their sole discretion, impose limitations or restrictions on the ability to deposit or withdraw bitcoin to your Account, as well as on the size, type, or manner of any transfer transactions, such as a limit on the total amount of bitcoin that may be transferred. You acknowledge that bitcoin prices are volatile, and that you bear the risk of loss of value, due to delay or otherwise, once you have initiated a bitcoin transaction.

   (i) POP WALLET or Prime Trust reserve the right to charge fees for Deposits or Withdrawals, which will be shown to you at or prior to your confirmation of the Deposit or Withdrawal, as applicable.

   (j) If you initiate a recurring purchase of bitcoin, you authorize Prime Trust or us to make recurring purchases of bitcoin at the frequency you selected in the Services until you withdraw that authorization. You can withdraw this authorization at any time by following the instructions in the Services. You may only have one recurring purchase frequency in place at a time. You may not receive prior notification of a recurring purchase before it occurs. Your recurring purchase may be canceled if there are insufficient funds in your Account. Any recurring purchases scheduled for the 29th, 30th, or 31st day of a month will be processed on the earlier of the date scheduled or on the last day of the applicable month. Exact transaction times may vary. Prime Trust or POP WALLET may at any time, without notice to you, pause or cancel recurring purchases. For example, if you travel to a Restricted Jurisdiction, your recurring purchases may be paused or canceled.

9. Bitcoin Risk Disclosure

   (a) GENERAL. BITCOIN VALUES CAN FLUCTUATE SUBSTANTIALLY WHICH MAY RESULT IN A PARTIAL OR TOTAL LOSS OF THE VALUE OF THE BITCOIN THAT YOU PURCHASE. THE SUPPLY OF BITCOIN AVAILABLE TO YOU TO PURCHASE OR YOUR ABILITY TO TRANSFER YOUR BITCOIN DEPENDS ON THIRD-PARTY PARTNERS THAT ARE OUTSIDE OF Pop'S CONTROL; THEREFORE, POP WALLET AND ITS AFFILIATES MAKE NO PROMISES AS TO TIMING OF BITCOIN PURCHASES, SALES, AND TRANSFERS. POP WALLET DOES NOT OWN OR CONTROL ANY OF THE SOFTWARE PROTOCOLS THAT ARE USED IN CONNECTION WITH THE BITCOIN PURCHASED, SOLD, OR TRANSFERRED THROUGH THE BUY AND SELL BITCOIN PROGRAM. POP WALLET AND ITS AFFILIATES DISCLAIM ALL LIABILITY RELATING TO SUCH PROTOCOLS AND ANY PRICE FLUCTUATIONS IN BITCOIN, AND MAKES NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH PROTOCOLS. BITCOIN IS NOT LEGAL TENDER IN THE UNITED STATES AND IS NOT PROTECTED BY DEPOSIT INSURANCE.

   (b) FORKS. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT THE UNDERLYING PROTOCOLS ARE SUBJECT TO SUDDEN CHANGES IN OPERATING RULES (KNOWN AS "FORKS"), AND THAT SUCH FORKS MAY MATERIALLY AFFECT THE VALUE, FUNCTION, OR EVEN THE NAME OF BITCOIN. IN THE EVENT OF A FORK, YOU AGREE THAT WE MAY TEMPORARILY SUSPEND OPERATIONS (WITH OR WITHOUT ADVANCE NOTICE TO YOU) AND THAT WE MAY, IN OUR SOLE DISCRETION, DECIDE WHETHER OR NOT TO SUPPORT (OR CEASE SUPPORTING) EITHER BRANCH OF THE FORKED PROTOCOL ENTIRELY. YOU ACKNOWLEDGE AND AGREE THAT POP WALLET AND ITS AFFILIATES ASSUME ABSOLUTELY NO RESPONSIBILITY WHATSOEVER IN RESPECT OF AN UNSUPPORTED BRANCH OF A FORKED PROTOCOL.

   (c) SYSTEM FAILURE. YOU ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICES TO CONDUCT TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS. THE NATURE OF CRYPTOCURRENCIES MEANS THAT ANY TECHNOLOGICAL DIFFICULTIES EXPERIENCED BY POP WALLET MAY PREVENT THE ACCESS OR USE OF YOUR BITCOIN.

   (d) Bitcoin Risks. Your use of the Services is subject to the following conditions and risks: (i) Bitcoin transactions are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable and POP WALLET or its affiliates or Third-Party Partners are not liable for any fraudulent or accidental transactions; (ii) legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of bitcoin; (iii) the Bitcoin public ledger blockchain (the "Bitcoin Network") is maintained by a vast unidentified private computer network spread around the world, and transacting in bitcoin or on the Bitcoin Network is at your own risk and understanding of this network; (iv) the Bitcoin Network is a target for fraud, and fraud may result when you engage in transactions with external bitcoin addresses; (v) Bitcoin is a target for hackers and theft, and hacking and irretrievable theft can occur even when the strongest security settings are used; (vi) your bank accounts are at increased risk of being hacked when linked to Bitcoin accounts; (vii) some bitcoin transactions are deemed to be made when recorded on the Bitcoin public ledger blockchain, which is may be different from the time at which you initiated such transaction; (viii) the value of bitcoin may be derived from the continued willingness of market participants to exchange fiat currency for bitcoin, which may result in the potential for permanent and total loss of value of a particular bitcoin should the market for that bitcoin disappear; (ix) any bitcoin transaction may be canceled, lost, or double spent, or otherwise lose all or most of its value due to forks, rollbacks, attacks, or failures to operate as intended; (x) there is no assurance that a person who accepts bitcoin as payment today will continue to do so in the future; and (xi) the volatility and unpredictability of the price of bitcoin relative to fiat currency may result in significant losses over a short period of time.

10. Content

    (a) Your Content. The Services may permit users to upload, submit, send, share, or post photos, documents, promotional programs, and other information or material ("Content"). Subject to the rights granted to us under this Agreement, you own your Content and retain all other rights. By providing Content, you grant us and our affiliates, and successors, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, transferable, and sub-licensable right to use, distribute, copy, modify, adapt, publish, prepare derivative works of, publicly perform, post, delete, publicly display, and distribute your Content in order to provide, operate, improve, promote, and market the Services and develop new services and products. Content you upload must comply with any restrictions in this Agreement. We reserve the right to delete or remove any Content upon the termination of your Account. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, or authority necessary for the submission and use of any Content that you provide on or through the Services. You agree that such Content will not contain material subject to copyright or other proprietary rights, unless you have all required permissions or are otherwise legally entitled to post the Content and to grant POP WALLET the rights in this Agreement.

    (b) Feedback. We appreciate, and may solicit, feedback, comments, ideas, proposals, and suggestions for improvements to the Services ("Feedback"). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

11. Restrictions

You will not do, and will not allow a third party to do, any of the following:

(a) violate Pop's Prohibited Use and Businesses Policy, provided in Appendix A;

(b) use any application programming interfaces belonging to POP WALLET or its affiliates without Pop's express written consent, or otherwise access your Account other than through the Apps or Site;

(c) access, tamper with, or use non-public areas of the Services, Pop's computer systems, or the technical delivery systems of Pop's providers;

(d) attempt to probe, scan, or test the vulnerability of any POP WALLET system or network or breach any security or authentication measures;

(e) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by POP WALLET, any of Pop's providers, or any other third party (including another user) to protect the Services;

(f) attempt to access or search the Services or download any information from the Services, through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software or search agents provided by POP WALLET or other generally available third-party web browsers;

(g) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive, or false source-identifying information or payment requests;

(h) attempt to decipher, decompile, disassemble, or reverse engineer any software used to provide the Services;

(i) interfere with, or attempt to interfere with, the access of any user, host, or network to the Services, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

(j) collect or store any personally identifiable information from the Services or from other users of the Services without their express permission;

(k) impersonate or misrepresent your affiliation with any person or entity, including through the selection of your Username;

(l) violate any applicable law or regulation; or

(m) encourage or enable any other individual to do any of the foregoing.

Although we are not obligated to monitor access to or use of the Services, we have the right to do so for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We have the right to investigate violations of this Agreement or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

1. Use of Test, Trial, and Beta Versions and Features

   We periodically launch new features and functions as part of the Services. You acknowledge that: (a) the Services may not operate properly, be in final form, or be fully functional at all times; (b) the Services may contain errors, design flaws, or other problems; (c) it may not be possible to make the Services fully functional; and (d) use of the Services may result in unexpected results, corruption, or loss of data, or other unpredictable damage or loss. You assume all risk arising from any test, trial or beta versions, features, or use of the Services.

2. Third-Party Content and Platforms

   (a) Third Party Content. The Services may make content provided by third parties available to you, including links to third-party websites or resources (collectively, "Third-Party Content"). You acknowledge that (i) Third-Party Content is not part of the Services, (ii) POP WALLET and its affiliates are not responsible for Third-Party Content including, without limitation, content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable, and (iii) we provide the Third-Party Content to you only as a convenience. You further acknowledge sole responsibility for and assume all risk arising from your use of and interactions with any Third-Party Content or with any products or services from such third parties. Your use of Third-Party Content may be subject to additional terms or restrictions ("Third-Party Terms"). You are solely responsible for your compliance with any Third-Party Terms, and failure to comply with such terms may result in termination of your right to access any features or functions of the Services that utilize such Third-Party Content. If no Third-Party Terms are specified, you may use Third-Party Content solely in support of your use of the Services in accordance with this Agreement. You agree that you will not reproduce, sell, distribute, or otherwise commercially use Third-Party Content.

   (b) Third-Party Platforms. You acknowledge sole responsibility for and assume all risks arising from your use of any third-party platforms, websites, services, add-ons, or products through which you access the Services ("Third-Party Platforms"). Third-Party Platforms are not part of the Services. Use of Third-Party Platforms is subject to your agreement with the relevant third-party provider and not this Agreement, and may enable data exchange between the Services and Third-Party Platform. POP WALLET does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability, or how the Third-Party Platforms or their providers use your Content. If you enable a Third-Party Platform with the Service, you authorize us to access and exchange Content with the Third-Party Platform on your behalf.

3. Cancellation, Suspension, or Termination of Services

   (a) We may, in our sole discretion and without any cost or liability to you, with or without prior notice and at any time, suspend, modify, or terminate, temporarily or permanently, all or any portion of our Services, establish certain transaction limits or trading limits, or terminate your Account, with or without reason, including, if we reasonably believe: (i) you create risk or possible legal exposure for us; (ii) our provision of the Services to you is no longer commercially viable; (iii) due to insolvency, bankruptcy, or termination or removal of the Services by any app store or distribution platform; (iv) you have not accessed your Account in more than two years; or (v) you breached any terms of this Agreement.

   (b) POP WALLET has the right to immediately cause your Account to be suspended, and the funds and assets in your Account may be frozen if: (i) POP WALLET or Prime Trust suspect, in their sole discretion, your Account to be in violation of this Agreement, or POP WALLET or Prime Trust's Anti-Money Laundering program; (ii) POP WALLET is required to do by a government or regulatory authority, applicable law, court order, or a facially valid subpoena; (iii) your Account has a negative balance; (iv) a deposit to your Account was returned to your Bank Account; (v) POP WALLET believes there is unusual activity in your Account or that you are using your Credentials or your Account in an unauthorized or inappropriate manner; or (vi) if you have not accessed your Account in more than two years. Your account will remain suspended until a determination is made in the investigation by POP WALLET or its Third-Party Partner, at which point POP WALLET may determine to terminate your Account.

   (c) Upon termination of your Account, POP WALLET will attempt to cause any remaining US Dollar balance to be withdrawn to a linked Bank Account. No other uses of your US Dollar balance will be permitted upon Account termination. You will remain liable to POP WALLET for all obligations incurred in your Account, whether arising before or after the termination of your Account or this Agreement.

   (d) Upon any cancellation or termination of the Services, the following Sections of this Agreement will survive: 1; 2; 4(b); 5(a); 6-9; 10(a)-(c); 11; 12; and 14 to 23.

4. Disclaimers

   (a) We may require you to meet certain requirements for Credentials and we may change the requirements with or without prior notice. You must ensure that your Credentials remain secure. Compromised Credentials may result in unauthorized use or access of your Account. You should always use two-factor authentication when available, always avoid copying scripts into your browser address bar, and avoid clicking on links, opening attachments, or visiting internet resources you do not trust. You are responsible for maintaining adequate security and control of any and all Credentials, IDs, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access or in relation to the Services. We assume no responsibility for any losses resulting from the compromise of your Account.

   (b) YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH USING ANY CRYPTOCURRENCY NETWORK, INCLUDING, BUT NOT LIMITED TO, THE RISK OF UNKNOWN VULNERABILITIES IN OR UNANTICIPATED CHANGES TO THE LIGHTNING NETWORK DAEMON PROTOCOL OR BITCOIN PROTOCOL. YOU ACKNOWLEDGE AND ACCEPT THAT POP WALLET AND ITS AFFILIATES HAVE NO CONTROL OVER THE LIGHTNING NETWORK DAEMON PROTOCOL OR BITCOIN PROTOCOL AND WILL NOT BE RESPONSIBLE FOR ANY HARM OCCURRING AS A RESULT OF SUCH RISKS. YOU HAVE A SUFFICIENT UNDERSTANDING OF THE BITCOIN NETWORK (INCLUDING, WITHOUT LIMITATION, FUNCTIONALITY, USAGE, STORAGE, TRANSMISSION MECHANISMS, AND OTHER MATERIAL CHARACTERISTICS OF CRYPTOGRAPHIC TOKENS, DISTRIBUTED LEDGER TECHNOLOGY, AND DECENTRALIZED SOFTWARE SYSTEMS) TO UNDERSTAND THE TERMS OF THE SERVICES, AND TO APPRECIATE RELATED RISKS AND IMPLICATIONS.

   (c) YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH PARTICIPATING IN AND USING THE SERVICES INCLUDING, BUT NOT LIMITED TO, THE RISK OF UNKNOWN VULNERABILITIES IN OR UNANTICIPATED CHANGES TO THE SERVICES, THIRD-PARTY PARTNER SERVICES, AND UNDERLYING NETWORKS, INCLUDING THE LIGHTNING NETWORK. YOU ACKNOWLEDGE AND ACCEPT THAT POP WALLET AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR ANY HARM OCCURRING AS A RESULT OF SUCH RISKS.

   (d) POP WALLET AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR; (B) SERVER FAILURE; (C) UNAUTHORIZED ACCESS; (D) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING, OR OTHER MEANS OF ATTACK AGAINST THE SERVICES; OR (E) FAILURE OF ANY TRANSACTION FOR ANY REASON.

   (e) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, POP WALLET AND ITS AFFILIATES EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. POP WALLET AND ITS AFFILIATES MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR-FREE BASIS. POP WALLET AND ITS AFFILIATES MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICES. POP WALLET AND ITS AFFILIATES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND, FROM ACTION TAKEN, OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED OR MADE AVAILABLE THROUGH THE SERVICES.

5. Indemnity

   You will indemnify and hold harmless POP WALLET and its affiliates, and its respective officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your improper or unauthorized access to or use of the Services; and (b) your violation of this Agreement.

6. Limitations of Liability

   (a) CONSEQUENTIAL DAMAGES WAIVER. NOTWITHSTANDING ANY OTHER SECTION OF THIS AGREEMENT, NEITHER POP WALLET, ITS AFFILIATES, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, TRADING LOSSES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT POP WALLET, ITS AFFILIATES, OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

   (b) LIABILITY CAP. NOTWITHSTANDING ANY OTHER SECTION OF THIS AGREEMENT, IN NO EVENT WILL Pop'S AND ITS AFFILIATES' TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100).

   (c) BASIS OF BARGAIN AND FAILURE OF ESSENTIAL PURPOSE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN POP WALLET AND YOU. THE WAIVERS AND LIMITATIONS IN THIS SECTION 19 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

7. Governing Law and Forum Choice

   This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 ("Dispute Resolution"), the exclusive jurisdiction for all disputes that you and POP WALLET are not required to arbitrate will be the state and federal courts located in the State of Illinois, and you and POP WALLET each waive any objection to jurisdiction and venue in such courts.

8. Dispute Resolution

   POP WALLET believes that most disagreements can be resolved informally and efficiently by contacting customer support. If the dispute is not resolved, you and POP WALLET agree that any such dispute, claim, or controversy arising out of or relating in any way to the Services or this Agreement (each, a "Claim"), will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction, in accordance with the following (including the procedure to opt out of arbitration), except that each party retains the right: (i) to bring an individual action in small claims court as further described in subsection (k) below; and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights (an "IP Protection Action") as further described in subsection (l) below.

   (a) Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to this Agreement, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and POP WALLET are each waiving the right to a trial by jury or to participate in a class action.

   (b) Opt-out. You may opt out of arbitration entirely and litigate any Claim if you provide us with written notice of your desire to do so by email at hi@gopop.app within thirty (30) days following the date you first agree to this Agreement.

   (c) Notice of Claim. If you elect to seek arbitration, you must first send to POP WALLET, by email, a written notice of your Claim (the "Notice of Claim"). The Notice of Claim to POP WALLET should be sent to hi@gopop.app and should be prominently captioned "NOTICE OF CLAIM". The Notice of Claim should include both the mailing address and email address you would like POP WALLET to use to contact you. If POP WALLET elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your billing address on file. A Notice of Claim, whether sent by you or by POP WALLET, must (i) describe the nature and basis of the claim or dispute; (ii) set forth the specific amount of damages or other relief sought (the "Demand"); and (iii) whether you reject any subsequent modification of this "Dispute Resolution" section by POP WALLET.

   (d) Arbitration Proceedings. If you and POP WALLET do not reach an agreement to resolve the claim within thirty (30) days after the Notice of Claim is received, you or POP WALLET may commence an arbitration proceeding (or, alternatively, file a claim in small claims court or an IP Protection Action). You may download or copy a form of notice and a form to initiate arbitration at hi@gopop.app. The arbitration will be governed by the Consumer or Commercial Arbitration Rules, as appropriate, of the American Arbitration Association ("AAA") (collectively, the "AAA Rules"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and forms are available online at hi@gopop.app. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

   (e) Arbitration Location and Procedure. Unless POP WALLET and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim. If your claim is for U.S. $10,000 or less, POP WALLET agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

   (f) Injunctive and Declaratory Relief. Except as set forth in subsections (b) and (c) above, the arbitrator will determine all issues of liability on the merits of any Claim, and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or POP WALLET prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the general public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief will be stayed pending the outcome of the merits of any individual claims in arbitration.

   (g) Arbitration Fees. If your claim for damages does not exceed $10,000, POP WALLET will pay all fees imposed by the AAA to conduct the arbitration, including reimbursement of your initial filing fee, unless the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If your claim for damages exceeds $10,000, standard AAA Rules will govern the payment of all AAA fees, including filing, administration, and arbitrator fees.

   (h) Class Action Waiver. YOU AND POP WALLET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if you have elected arbitration, unless both you and POP WALLET agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this "Dispute Resolution" section will be null and void.

   (i) Modification of Dispute Resolution Section. Notwithstanding Section 3, if POP WALLET changes this "Dispute Resolution" section after the date you first accepted this Agreement, and you have not otherwise affirmatively agreed to such changes, you may reject any such change by so stating within your Notice of Claim. By failing to reject any changes to this "Dispute Resolution" section in your Notice of Claim, you agree to resolve any Claim between you and POP WALLET in accordance with the terms of the Dispute Resolution section in effect as of the date of your Notice of Claim.

   (j) Severability. With the exception of any of the provisions in Section 21(h) of this Agreement, if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.

   (k) Small Claims Court. Notwithstanding Section 21(a), you may elect to litigate your Claim in small claims court if all the requirements of the small claims court are satisfied, including any limitations on jurisdiction and the amount at issue in the dispute. You agree to bring a Claim in small claims court in your county of residence.

   (l) IP Protection Action. Notwithstanding Sections 21(a) or 21(b), the exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and you and POP WALLET each waive any objection to jurisdiction and venue in such courts.

9. General Terms

   (a) Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between POP WALLET and you regarding the Services, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between POP WALLET and you regarding the Services. If any provision of this Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Pop's prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. POP WALLET may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns. In the event that POP WALLET, its parent entity, or substantially all of the assets used in connection with providing the Services is or are acquired by or merged with another entity, POP WALLET may transfer or assign the information POP WALLET has collected from you as part of such change of control.

   (b) Notices. Any notices or other communications provided by POP WALLET under this Agreement, including those regarding modifications to this Agreement, will be given by: (i) posting to the Site or Apps; or (ii) email.

   (c) Waiver of Rights. Pop's failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of POP WALLET. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

   (d) Interpretation. For purposes of this Agreement, (i) the words "include", "includes", and "including" shall be deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; (iii) all pronouns and any variation thereof will be deemed to refer to the masculine and feminine, and to the singular or plural as the identity of the person or persons may require for proper interpretation of this Agreement, and (iv) the words "herein", "hereof", "hereby", "hereto", and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Appendices, and Addenda refer to the Sections of, and Appendices, and Addenda attached to this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Appendices and Addenda referred to herein, if any, shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

   (e) Event of Death. In the event of your death, the representative of your estate or the survivor(s) shall give POP WALLET written notice as soon as practicable. In such event, POP WALLET may cancel all open orders or transactions, including recurring transactions, and POP WALLET will not be responsible for any action taken on transactions or orders made prior to Pop's actual receipt of notice of death and a reasonable amount of time thereafter. Further, POP WALLET or Prime Trust may in their discretion close out any part or all of your Account without awaiting the appointment of a personal representative for your estate and without demand upon or notice to any such personal representative. We or Prime Trust may, before or after receiving such written notice, take such proceedings, require such papers or waivers, or restrict transactions in your Account as we or Prime Trust may deem advisable, which may include the liquidation of any bitcoin balances in your Account.

10. Downtime

    The Services may be periodically unavailable during scheduled or unscheduled downtime. POP WALLET and its affiliates are not liable to you for any inconvenience or loss as a result of such downtime.

11. Contact Information

    If you have any questions about this Agreement or the Services, please contact POP WALLET at hi@gopop.app.

Appendix A: Prohibited Use and Businesses Policy

Prohibited Use

You may not use the Services to engage in the following categories of activity ("Prohibited Uses") as determined by POP WALLET or its Third-Party Partners, and as updated from time to time. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at hi@gopop.app. By opening an Account, you confirm that you will not use your Account or the Services to do any of the following:

• Restricted Jurisdictions

  Activity which would enable access to the Services from any Restricted Jurisdiction.

• Unlawful Activity

  Activity which would (i) violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where POP WALLET or its Third-Party Partner conducts business, including sanctions programs administered by OFAC; (ii) involve proceeds of any unlawful activity; or (iii) publish, distribute, or disseminate any unlawful material or information.

• Abuse Other Users

  Interfere with another individual's or entity's access to or use of any Services; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; or harvest or otherwise collect information through the Services about others without proper consent.

• Spam

  Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation.

• Fraud

  Activity which operates to defraud POP WALLET, Pop's users, or any other person; provide any false, inaccurate, or misleading information to POP WALLET.

• Gambling

  Engage in or promote: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance; or similar activity.

• Infringement

  Infringe our or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.

• Encouraging or Enabling Others to Commit any Prohibited Use

  Activity that may encourage or enable any other individual to do any of the foregoing.

Prohibited Businesses

The specific types of use listed below are representative, but not exhaustive. By opening an Account, you confirm that you will not use the Services in connection with any of following businesses, activities, practices, or items:

• Restricted Financial Services

  Check cashing, bail bonds, or collections agencies.

• Intellectual Property or Proprietary Rights Infringement

  Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder.

• Counterfeit or Unauthorized Goods

  Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen.

• Regulated Products and Services

  Sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis.

• Drugs and Drug Paraphernalia

  Sale of narcotics, controlled substances, and any equipment designed for making or using drugs.

• Pseudo-Pharmaceuticals

  Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local or national regulatory body

• Substances Designed to Mimic Illegal Drugs

  Sale of a legal substance that provides the same effect as an illegal drug.

• Adult Content and Services

  Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, or adult live chat features.

• Multi-Level Marketing

  Pyramid schemes, network marketing, and referral marketing programs.

• Unfair, Predatory, or Deceptive Practices

  Investment opportunities or other services that promise high rewards; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

• High-Risk Businesses

  Any businesses that we believe poses elevated financial risk or legal liability, or violates card network or bank policies (to the extent applicable).

Appendix B: POP WALLET Referral Program Terms & Conditions

Participation

To participate in Pop's Referral Program (either as a person who invites others to use the Services (a "Referrer") or a person who participates in this program based on a Referrer's invitation (a "Referred Customer")), you agree and are subject to this Agreement, Pop's Privacy Notice, and this Appendix B (the "Referral Terms").

To become a Referrer, you must have an active Account in good standing and agree to these Referral Terms. You will be able to access your unique Referral Program code ("Referral Code") in the Services. Referrers may only use Referral Codes for non-commercial personal, family, or household purposes, and Referral Codes should be shared only with personal connections who will appreciate receiving these invitations.

Subject to these Referral Terms, you may send your Referral Code to as many personal connections as you like. You and any Referred Customers who (1) use your Referral Code to open an Account; (2) meet Pop's eligibility requirements for opening an Account; (3) are approved for an Account, are eligible for the referral rewards described below, subject to this Agreement ("Qualified Referral").

Referral Rewards

For each Qualified Referral, the Referrer and Referred Customer will receive the applicable promotion amount as a credit to their Accounts, subject to an annual limit of USD 400.

Referral Program Limitations

Referral Codes cannot be combined with any other offer. You may not use your own Referral Code to open an Account, nor may an existing POP WALLET user use your code to open an Account. Referrers and Referred Customers are responsible for any and all tax liability resulting from referral rewards received. VOID WHERE PROHIBITED.

No Spam

As a Referrer, you must comply with all applicable laws, including up-to-date "SPAM" laws. For example, emails must be created and distributed in a personal manner, and bulk email distribution is strongly discouraged. Any distribution of your Referral Code that could constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of your Account and exclusion from the Referral Program and Services.

Right to Terminate Accounts

POP WALLET reserves the right to suspend or terminate the Account of any Referrer or Referred Customer if the Referrer or Referred Customer attempts to use the Referral Program in a questionable manner, as determined by POP WALLET, or breaches any part of the Agreement (including the Referral Terms) or is in violation of any law, statute, or governmental regulation.

Right to Cancel Program or Change Terms

POP WALLET reserves the right to cancel the Referral Program (including any referral codes) or to change these Referral Terms at any time in its sole discretion, without advance notice. POP WALLET cannot provide information about someone else's account or application status. Other restrictions may apply.

APPENDIX C: STATE LICENSE DISCLOSURES

Pop maintains licenses to engage in money transmission in various states. If you live in the following jurisdiction, we are required to provide you with the following information:

Florida. To contact POP WALLET, you may call (800) 895-6045 (toll-free) or email hi@gopop.app.

Illinois. Illinois residents may contact the Illinois Department of Financial Institutions, Consumer Credit Section concerning any suspected violations of the Illinois Transmitters of Money Act at (888) 473-4858 (toll-free).

Washington.

Please note the following virtual currency disclosures:

• Transfer of virtual currency is irrevocable.

• POP WALLET is not liable for unauthorized, mistaken, or accidental transfers.

• The nature of virtual currency may lead to an increased risk of fraud or cyber attack, and the value of your virtual currency may be irretrievably stolen.

• A description of fees is set forth in Section 7, above.

• Virtual currency is not legal tender in the United States and is not protected by deposit insurance.