Terms and Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Pocket Labs Pty Ltd (ABN 93 695 191 621, ACN 695 191 621, "PocketPass", "we", "us", or "our"), a company registered in New South Wales, Australia.

By accessing or using our wallet pass customer management platform and services ("Services"), you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our Services.

PocketPass provides a SaaS platform that enables businesses to:

• Create and manage digital customer wallet passes for Apple Wallet and Google Wallet
• Send push notifications to wallet pass holders
• Manage customer/customer databases
• Integrate with point-of-sale (POS) systems and e-commerce platforms
• Track customer engagement and analytics
• Process rewards, credits, and tier-based benefits
• Run house accounts and related features you choose to enable

3.1 Account Creation

You must create an account to use our Services. You agree to provide accurate, current, and complete information during registration and to keep it up to date.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify us immediately of any unauthorized use.

3.3 Account Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts to use our Services.

4.1 Pricing Plans

Our Services are offered through subscription plans as described in your order or on our pricing page. Prices are in US dollars (USD) unless otherwise stated in your order.

4.2 Billing and Payment

• Subscriptions are billed in advance for each billing period
• All fees are non-refundable except as required by law
• You authorize us to charge your payment method for recurring subscription fees
• Failed payments may result in service suspension

4.3 Price Changes

We may modify pricing on at least 30 days' notice. Continued use after a change constitutes acceptance of the new pricing.

4.4 Taxes

All fees are exclusive of applicable taxes (including GST and VAT), which may be added where they apply. You may be asked for your billing address and tax ID at checkout. You are responsible for taxes associated with your use of the Services.

You agree not to:

• Use the Services for any unlawful purpose or in violation of any laws
• Infringe upon the intellectual property rights of others
• Transmit spam, malware, or harmful code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Services or servers
• Resell or redistribute the Services without written permission
• Send unsolicited communications to wallet pass holders without proper consent
• Use the Services to create fraudulent or deceptive wallet passes

6.1 Our Intellectual Property

The Services, including all software, designs, text, graphics, and logos, are owned by Pocket Labs Pty Ltd and protected by Australian and international intellectual property laws.

6.2 Your Content

You retain all rights to content you upload. You grant us a worldwide, non-exclusive, royalty-free license to use, store, display, and transmit it solely to provide the Services.

6.3 Customer Data Ownership

You own all customer and customer data you collect through the Services. We do not claim ownership and will not use it except as necessary to provide the Services or as required by law.

Our Services integrate with third-party platforms (Apple Wallet, Google Wallet, Lightspeed, POS systems, payment processors). We are not responsible for their availability, accuracy, or functionality, and your use of them is subject to their respective terms.

Our collection and use of personal information is described in our Privacy Policy. Our Data Processing Addendum forms part of these Terms and applies when we process your customers' personal data on your behalf. You are the controller of that data and are responsible for complying with all applicable privacy and data protection laws when collecting and processing customer data through our Services, including having a lawful basis, giving your customers the information they are entitled to, and obtaining necessary consents for marketing communications.

While we strive to maintain high availability, we do not guarantee uninterrupted access. We may perform scheduled maintenance and may suspend or restrict access for security or operational reasons. Support is provided via email and in-app messaging.

10.1 Termination by You

You may cancel your subscription at any time. Access continues until the end of your current billing period. No refunds are provided for partial periods.

10.2 Termination by Us

We may suspend or terminate your account if you breach these Terms, fail to pay fees when due, engage in fraudulent or illegal activity, or pose a security risk.

10.3 Effect of Termination

On termination, your right to access the Services ceases. We retain your data for 90 days to allow export, after which it is deleted in accordance with our Privacy Policy.

We warrant that the Services will perform substantially in accordance with our documentation. Except as expressly provided, the Services are provided "as is" and "as available" without warranties of any kind, including merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Services will be error-free, secure, or uninterrupted. We do not warrant that any feature, including any feature described in section 16, is lawful or suitable where you or your customers are located.

To the maximum extent permitted by law:

• Our total liability for any claims arising from or related to the Services will not exceed the amount you paid us in the 12 months preceding the claim
• We will not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption
• These limitations apply even if we have been advised of the possibility of such damages

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under Australian law, including non-excludable guarantees under the Australian Consumer Law.

You agree to indemnify and hold harmless Pocket Labs Pty Ltd, its officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including legal fees) arising from your use of the Services, your violation of these Terms or any laws or third-party rights, your content or customer data, or the balances and money-related features you offer to your customers (section 16), including claims by your customers and by regulators, to the extent the law allows. This does not apply to the extent a loss is caused by our breach of these Terms.

These Terms are governed by the laws of New South Wales, Australia, and you submit to the exclusive jurisdiction of its courts. Before commencing legal proceedings, you agree to first attempt to resolve disputes through good-faith negotiation.

We may modify these Terms and will notify you of material changes; continued use after changes constitutes acceptance. You may not assign these Terms without our written consent. If any provision is unenforceable, the rest remain in effect. Our failure to enforce a right is not a waiver. These Terms, with our Privacy Policy and Data Processing Addendum, are the entire agreement between you and Pocket Labs Pty Ltd regarding the Services.

16.1 You Provide the Balance

House accounts, top-ups, credit, statements, autopay, shared accounts, prize accounts, and transfers between customers ("Money Features") are tools you use to run your own stored-balance program. You are the issuer of those balances, you owe them to your customers, and you set the terms between you and your customers. Our Services are software: we do not issue balances or give credit, and online payments you enable are processed by Stripe or Peach Payments and settled to your connected account.

16.2 Your Responsibility for the Law

You decide which Money Features to enable. You are responsible for checking and complying with the laws that apply where you and your customers are, including payment services, e-money, stored-value, anti-money-laundering, sanctions, consumer, unclaimed-property, tax, accounting and privacy laws, and for any licence, registration or exemption you need. You must not enable a Money Feature where doing so would be unlawful. Some features, including transfers between customers, require an owner of your account to confirm this before they are switched on, and we keep a record of that confirmation.

16.3 What We Do

We design these features with care, using reasonable security measures and privacy-protective defaults, and we may provide guidance and templates. That material is general information, not legal, financial or tax advice, and you should take your own advice. These features can change what laws apply to you.

16.4 Suspending a Feature

We may suspend or change a Money Feature, for you or generally, if we reasonably believe it creates a legal, regulatory, fraud or security risk, or if a regulator or payment provider requires it. Where we can, we will give you notice and help you honour balances you owe.