Dealer Terms and Conditions

These Terms of Service are a legal agreement, between you and POS-X LLC. (“PX” or “we”) that governs your access to and use of the POS-X Dealer Portal. Please review these Terms of Service before you decide whether to accept them and continue with the registration process.

By agreeing to these Terms of Service, you represent the following:

• You are 18 years old or older
• Your Have a State Tax Exempt Number
• Capable of entering into a legally binding agreement.
• The business entity, you also represent that you are:

• Duly authorized to do business in the country or countries where you operate; and
• Your employees, officers, representatives, and other agents accessing the Services are duly authorized to access the Services and to legally bind you to these Terms of Service and all transactions conducted under your username and password.

By agreeing to these Terms of Service, you authorize POS-X to charge your Payment Instrument and/or debit your POS-X Wallet Balance, as applicable, when you incur transactions or fees using any of the services offered hereunder.

Definitions

The following defined terms appear in these Terms of Service.

“Applicable Law” Any and all federal, state and local laws, rules and regulations applicable to the Services.
“Buyer” A Customer that uses a Service to purchase goods and/or services from PX.
“Customer” A person that registers for the Service(s).
“Funding Account” An ACH-enabled checking or savings account that is registered or used by you to receive payments from your PX Wallet.
“Offer(s)” Vouchers, coupons, discounts or other valuable content that can be redeemed at PX Marketplace.
“PX Dealer Account” The account you create with POS-X LLC. for the use of POS-X Dealer Portal and any of the Services. The account you are assigned upon your initial acceptance of these Terms of Service. Such account may be accessed at pos-x.com
“POS-X Wallet Balance” Funds that you may maintain in your POS-X Wallet Account. POS-X Wallet Balances are held in a deposit account at a Partner Bank.
“PX” POS-X LLC

“Partner Bank” One or more U.S. banks and other U.S. financial institutions at which an account to hold POS-X Wallet Balances has been established by PX.

“Payment Instrument” A credit card, debit card, ACH-enabled checking or savings account, POS-X Wallet Balance, and/or other financial account that is registered/used in a Customer’s POS-X Wallet Account. Not all Payment Instruments are eligible for use with all Services.

“Payment Transaction” The processing of a payment that results in the debiting, charging, or other related transaction, of the Purchase Amount to a Buyer’s Payment Instrument.

“Processing Service” The Online Card Processing Service and the Carrier Billing Service.

“Product” Any merchandise, good or service that a Buyer may purchase using a Service.

“Purchase Amount” The dollar amount of a Payment Transaction to pay for a Product, and any related fees, taxes or shipping charges, as applicable.

Registration for POS-X Wallet

Getting started with POS-X Wallet

When you sign up for POS-X Wallet or otherwise accept these Terms of Service, you are creating a POS-X Wallet Account that is associated with your POS-X Account, and which may be accessed at pos-x.comYou may be asked to provide information such as your name, contact information, Payment Instrument information (including your bank name, routing number and account number for the account, if applicable), date of birth, and/or your social security number.

Accuracy of Registration Information

You are responsible for providing accurate registration information and for keeping your registration information up to date, or notifying us in the event of changes.

Use of Services

Fraud

If you believe your POS-X  Account has been opened or used in an unauthorized manner, please contact PX immediately.  Neither PX nor its agents will be liable for any loss or damages of any kind that may arise as a result of the unauthorized use of your POS-X  Account or any Payment Information, either with or without your knowledge.

Username and Password Information

You are responsible for:

(a) maintaining the confidentiality of your username and password,

(b) any and all transactions by persons that you give access to or that otherwise use such username or password

(c) any and all consequences of use or misuse of your username and password. You agree to notify us immediately of any unauthorized use of your username or password or any other breach of security regarding the Services of which you have knowledge.

As a business entity, you agree that all officers, employees, agents, representatives and others having access to the username and/or password shall be vested by you with the authority to use the Services and to legally bind you. You shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by you, that access the Services using the business’ user name and password.

Termination of Service

We may, in our sole and absolute discretion without liability to you or any third party, terminate your use of one or more Services for any reason, including without limitation inactivity or violation of these Terms of Service or other policies we may establish from time to time.

Upon termination of your use of the Services, you remain liable for all Payment Transactions and any other obligations you have incurred under these Terms of Service. Upon termination, we have the right to prohibit your access to the Services, including without limitation by deactivating your username and password, and to refuse future access to the Services by you or if a business entity, its parent, affiliates or subsidiaries or its or their successors).

Indemnification

You agree to indemnify, defend and hold harmless PX their directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively “Indemnified Parties“) from and against any and all claims, demands, causes of action, debt or liability, including reasonable attorneys fees, including without limitation attorneys fees and costs incurred by the Indemnified Parties arising out of, related to, or which may arise from:

(a) Your use of the Services;

(b) Any breach or non-compliance by you of any term of these Terms of Service or any PX Party policies;

(c) Any dispute or litigation caused by your actions or omissions; or

(d) Your negligence or violation or alleged violation of any Applicable Law or rights of a third party.

Disclaimer

THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICES, ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PX, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS, INCLUDING BUT NOT LIMITED TO, DEVICE MANUFACTURERS (COLLECTIVELY, “PX PARTIES“), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICES OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SERVICES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICES. EACH PX PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE PX PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE PX PARTIES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS, OR THE SERVICES.

THE PX PARTIES ARE NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT OR WALLET OBJECT INFORMATION, INCLUDING, WITHOUT LIMITATION, WHETHER SUCH INFORMATION IS CURRENT AND UP-TO-DATE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH INFORMATION IS REPORTED BY THE ISSUER AS OF A PARTICULAR TIME ESTABLISHED BY THE ISSUER AND MAY NOT ACCURATELY REFLECT YOUR CURRENT TRANSACTIONS, AVAILABLE BALANCE, OR OTHER ACCOUNT OR PROGRAM DETAILS AT THE TIME THEY ARE DISPLAYED TO YOU THROUGH THE SERVICES OR AT THE TIME YOU MAKE A PURCHASE OR REDEMPTION.

Limitations of Liability; Force Majeure

IN NO EVENT SHALL ANY PX PARTY BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY PX PARTY OR THE SERVICES, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE SERVICES, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE PX PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. Each party acknowledges that the other party has entered into these Terms of Service relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. In addition to and without limiting any of the foregoing, no PX Party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.

Governing Law

These Terms of Service shall be governed by the laws of Washington State and shall, in all respects, be interpreted, governed and enforced in accordance with the laws of the State of Washington. Any action or proceeding arising from this Agreement shall be brought and maintained only in a court located in Washington and the Parties agree to submit to, and agree not to challenge, the jurisdiction of any such court.

Modification of Terms of Service

We have the right, in our sole and absolute discretion, to change, modify, or amend any portion of these Terms of Service at any time by posting notification here or otherwise communicating the notification to you. The changes will become effective, and shall be deemed accepted by you, after the initial posting and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services.

Other Provisions

The failure of PX to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and remain enforceable between the parties. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. These Terms of Service, including PX’s policies governing the Services referenced herein, constitutes the entire agreement between you and PX with respect to the use of the Services. These Terms of Service is not intended and shall not be construed to create any rights or remedies in any parties other than you and PX and other PX affiliates which each shall be a third party beneficiary of these Terms of Service, and no other person shall assert any rights as a third party beneficiary hereunder.