entryOS
1.1. CentryOS is the payment infrastructure product of Quantum Works LLC, a Wyoming limited liability company with offices at 166 Geary Street, San Francisco, CA 94108 ("Quantum Works," "we," "us"). Quantum Works is the legal entity that contracts with merchants for CentryOS.
1.2. These Terms apply to your use of centryos.xyz, merchants.centryos.xyz, the CentryOS dashboard, and our API, SDKs, and widgets (together, the "Services"). "Merchant" and "you" mean the business or person using them.
1.3. Production Services are provided only under a Master Services Agreement (the "MSA") and a Pricing Agreement signed by you and Quantum Works. These Terms summarize the MSA. Using the websites or sandbox does not entitle you to production Services.
1.4. If documents conflict, this order applies: (1) a rule required by a Network, Bank Partner, or Acquirer; (2) the Pricing Agreement, on fees, minimums, settlement cycles, and accounts; (3) the MSA Standard Terms; (4) the MSA Appendices; (5) the End User Terms; (6) these Terms.
1.5. In these Terms: "Business Day" means any day other than a Saturday, Sunday, or bank holiday in San Francisco, California; "End User" means a person or business that uses a Service through your Platform; "Platform" means your website, app, or other channel through which End Users use the Services; "Network" means any payment system through which a transaction is processed, including card schemes, ACH, RTP, FedNow, wire, SWIFT, and blockchain rails; "Network Rules" means the rules of each Network and the program requirements of each Bank Partner; "Platform Partner" means a bank, acquirer, processor, exchange, or custodian we use to deliver the Services; "Chargeback" means any dispute, reversal, return, recall, or error claim against a transaction by an End User, bank, or Network, including related fees; "Digital Asset" means any cryptocurrency, stablecoin, or token we support.
2.1. We provide embedded payments, accounts, wallets, digital-asset rails, and related financial infrastructure that businesses integrate into their platforms. Services include payment acceptance, fiat accounts, digital assets and wallets, card issuing and virtual cards, payouts and disbursements, compliance services (KYC, KYB, sanctions and PEP screening, and transaction monitoring), and whitelabel and SDK licenses.
2.2. We enable each Service for you after underwriting and any Bank Partner approval. You may use only enabled Services and only the rails, limits, and options enabled. We may enable, restrict, or disable a Service for reasonable cause.
2.3. We deliver Services through Platform Partners and may change them, provided the Services are not materially degraded. You will integrate the Services and follow our integration documentation.
3.1. Before go-live and on request, you must give us the documents we or a Platform Partner require to verify your identity, beneficial owners, licenses, finances, and business model. You authorize credit and background checks on you and your owners.
3.2. We set your Risk Settings (risk tier, reserve percentage, per-transaction and monthly volume limits, approved activities, and approved jurisdictions) at underwriting. We may change them on 10 Business Days' notice, or immediately if a Network, Platform Partner, or law requires or risk materially changes.
3.3. You must notify us within 5 Business Days of any change to your name, ownership, products, business model, countries served, or financial condition that could affect risk, and deliver annual financial statements within 120 days after each financial year-end. We may require a personal guarantee from your principals as a condition of enabling a Service.
3.4. We may monitor transactions, Chargebacks, complaints, End User activity, and your Platform, may request information at any time, and may re-underwrite you.
3.5. Each party must notify the other within 2 Business Days of any regulator, Network, Platform Partner, or consumer-agency inquiry about the Services. You must resolve End User complaints we refer within 5 Business Days.
3.6. We may suspend a Service, hold funds (other than in a non-custodial wallet), or decline transactions immediately if we reasonably believe activity is fraudulent, illegal, or prohibited; you are in or likely to enter a Network compliance program; you have exceeded a Risk Setting, the Chargeback Threshold, or the Fraud Threshold; a Network, Platform Partner, or regulator requires it; or your financial condition has materially worsened. We will notify you within 1 Business Day and, where practicable, state the expected duration.
4.1. You must pay the fees in the Pricing Agreement, which governs all fees, monthly minimums, subscription charges, settlement cycles, and the settlement and billing accounts. No fee is payable unless the Pricing Agreement states it.
4.2. The monthly subscription and any monthly minimum are billed monthly in advance and debited from your billing account no earlier than 7 Business Days after each invoice. Interchange, scheme fees, Network fines, and Bank Partner and Acquirer charges are passed through at cost.
4.3. We may change fees on 30 days' written notice. If you object, existing fees continue until a new Pricing Agreement is signed or either party terminates.
4.4. You may dispute an invoice in writing within 15 Business Days. We will not debit the disputed amount while we resolve it in good faith. Undisputed amounts remain payable, and overdue amounts bear interest as the MSA provides.
5.1. We pay you net settlement to your settlement account, in your legal name, on the settlement cycle for each rail, net of fees, refunds, Chargebacks, reserve contributions, taxes we collect, and other amounts you owe. A statement is final unless you dispute it in writing within 15 Business Days. If amounts you owe exceed amounts due to you, you must pay the shortfall within 3 Business Days.
5.2. We may withhold a rolling reserve, set in your Risk Settings, from each settlement period and release each amount after 60 days. We may require a fixed reserve, and may increase the reserve or extend the hold if Chargebacks, returns, credit risk, or activity materially change or a Network or Platform Partner requires. We may apply the reserve to any Chargeback, refund, return, fine, fee, or tax you owe.
5.3. We may set off any amount you owe against any amount we owe you, including settlement, fiat account balances, custodial wallet balances, and the reserve. Set-off never extends to a non-custodial wallet.
5.4. After termination we hold the reserve for 60 days after the last transaction settles, or longer if reasonably needed to cover Chargebacks, returns, fines, or taxes still to arise, but not beyond 180 days unless a claim is pending. If you become insolvent, we may hold all amounts due to you and the reserve until 180 days after the last transaction.
6.1. You must comply with all Network Rules we communicate and all laws of every jurisdiction in which you operate. Networks and Platform Partners may enforce this section directly against you and may audit you on reasonable notice. You must comply with PCI DSS for any system that handles card data and never store full card numbers, security codes, or track data.
6.2. You must comply with sanctions, export-control, and anti-bribery laws, must not deal with sanctioned persons or embargoed jurisdictions, and must screen End Users where law requires or we instruct.
6.3. You must not use, or permit End Users to use, the Services for: adult content or sexual services; illegal drugs or unlicensed pharmaceuticals; weapons or hate or violent content; gambling, lotteries, or sweepstakes without our written approval and required licenses; unlicensed money transmission, currency exchange, or payment collection for others; open-loop or reloadable stored value, except as the MSA permits; debt collection, bail bonds, credit repair, or get-rich-quick schemes; counterfeit, infringing, or stolen goods, or pyramid or multi-level marketing; high-risk securities trading, binary options, initial coin offerings, or unregistered investment products; age-restricted products without our written approval, licensing, and government ID age verification; anything outside your approved activities or jurisdictions; or anything illegal, sanctioned, contrary to Network Rules, or on our restricted-business list. We may update the list on 30 days' notice, or immediately where a Network, Platform Partner, or law requires.
6.4. If you exceed a Chargeback Ratio of 0.75% or a Fraud Ratio of 0.65% in a calendar month, we may increase the reserve, require a written remediation plan within 10 Business Days, charge the excess-dispute fee in the Pricing Agreement, or terminate. You must reimburse every fine, penalty, or program fee a Network or Platform Partner imposes because of your transactions, End Users, or conduct.
6.5. You must maintain general liability insurance and cyber and privacy insurance of at least USD 1,000,000 per occurrence for each, and provide certificates on request.
7.1. You must present the End User Terms and any Bank Partner terms to each End User before their first use of a Service, obtain acceptance, and keep proof for 5 years. You must display the disclosures we or a Bank Partner require, including the identity of the provider of each Service, and not remove or obscure them.
7.2. You must not represent yourself as the provider of a Service, a bank, a money transmitter, or a licensed financial institution unless you hold the relevant license.
7.3. You provide first-line support to End Users. We provide second-line support to you. Each party refers misdirected inquiries to the other within 1 Business Day. We and Bank Partners may contact End Users where a Service, Network Rules, or law requires.
7.4. You own the customer relationship and End User contact data. During the term and for 24 months after it, we will not use End User data obtained under the MSA to market to End Users or to offer them services competing with your Platform. You must keep End User consent, identity, transaction, and support records for 5 years.
7.5. We may require changes to your Platform's flows, disclosures, or content to comply with Network Rules or law. You must implement them within 10 Business Days.
8.1. Quantum Works as merchant of record. Where we are the merchant of record, we are the seller for Network, bank, and regulatory purposes, and you are the supplier of the products and solely responsible for their description, price, quality, legality, and delivery. Your checkout must display our approved terms of sale naming Quantum Works as seller of record and the billing descriptor ("QUANTUM WORKS*" followed by your trading name, or as we set). We issue receipts and, where required, tax invoices, and calculate, collect, and remit taxes where law makes us responsible.
8.2. Merchant as merchant of record. Where you are the merchant of record, you are responsible to End Users, Networks, and regulators for each sale, present your own terms of sale, refund policy, and receipts, and are responsible for taxes on your sales. We provide processing and settlement only.
8.3. Chargebacks. You are liable for every Chargeback and related fee, whether or not reversed and whether it arises before or after termination. To contest a Chargeback, you must give us the evidence we request within 3 Business Days. We decide whether to submit it and are not liable for the outcome. Neither party will ask an End User to waive dispute rights. This liability survives termination for 540 days, or longer where a Network allows a longer dispute window.
8.4. Refund, return, and cancellation policy. You must maintain a refund, return, and cancellation policy approved by us and displayed at checkout. We process refunds on your instruction, deduct them from settlement, and may issue a refund without instruction where law or Network Rules require or to resolve a valid complaint. Refunds are paid only to the original payment method, for no more than the original amount, and never in cash or to a different instrument unless the original is closed and Network Rules permit.
8.5. Recurring sales. Before the first recurring charge you must obtain and keep the End User's express consent to the amount, schedule, cancellation terms, and storage of payment details; give 7 days' notice before a trial converts, a price changes, or a renewal at intervals of six months or more; offer online cancellation at least as simple as sign-up; and comply with Network Rules on stored credentials, free trials, and automatic renewals.
8.6. Delivery. You must deliver each order within the time shown at checkout and in any case within 30 days (physical goods) or 24 hours (digital goods) after capture, and not capture a sale before shipping or making the product available except as Network Rules permit. You must send fulfillment data through the API within 24 hours after each event. Without delivery confirmation within those periods, we may hold capture or settlement and may concede a Chargeback. You must notify us within 24 hours of any event preventing delivery of more than 50 orders or 5% of orders in any 7 days.
8.7. Stored value. You may sell gift cards, vouchers, or credits only once we have enabled it, and only as closed-loop products. You are the issuer and must honor and fund them.
9.1. Fiat accounts. Fiat accounts are provided by our program bank. We provide the technology, ledger, and program management. The program bank's records prevail over our ledger in any conflict. Accounts bear no interest unless the Pricing Agreement states otherwise, and we do not hold deposits. You are not a bank and must not describe accounts as your own.
9.2. Digital assets. The primary wallet for you and End Users is a non-custodial wallet. We provide the software and interface only, and never hold, control, or have access to the keys or the assets in it. We cannot freeze, hold, reverse, or restrict access to a non-custodial wallet, including on suspension, termination, or our insolvency. Where a Service requires a third party to hold Digital Assets (for example during conversion, settlement, screening, or a pending transfer), they are held temporarily in a custodial wallet with a licensed custodian, and we transfer the balance to the non-custodial wallet or to fiat within 1 Business Day after the reason for custody ends.
9.3. A Digital Asset transfer is final once confirmed on the relevant network, and no reversal or refund is available after that except at our discretion. Digital Assets are not deposits and are not insured by any government agency. We provide no yield, staking, lending, or investment products. We bear no loss from volatility or a stablecoin depeg, except where caused by our gross negligence or willful misconduct.
9.4. On-ramp. Before an End User confirms a purchase of Digital Assets, and on the receipt, your Platform (or our widget on it) must display a description of the Digital Asset, the total fiat cost including all fees, charges, and taxes, the destination wallet address, a statement that its value may fluctuate, and any restriction on return, refund, or cancellation. Card-funded on-ramp transactions are limited to USD 10,000 per End User per day, and identity verification is required before an End User's cumulative on-ramp purchases exceed USD 500. We may raise or lift the limit after enhanced due diligence and may reinstate it at any time.
9.5. Cards. Cards are issued by our issuing bank under its Network license. Before a card is issued you must present and obtain acceptance of the issuing bank's cardholder agreement and required disclosures. Cards are funded from the linked account, and transactions authorized against insufficient funds are your liability.
9.6. Payouts. You are the originator of every payout. You warrant that each payout is for a lawful business purpose disclosed to us, that you hold any authorization law or Network Rules require, that payee details are accurate, that the payee is not sanctioned and is in an approved jurisdiction, and that you are not acting as a money transmitter for any third party. Payouts are executed only against cleared funds. Returned, rejected, or recalled payouts are credited back to your account less fees, and recalls are best-efforts only.
9.7. Compliance services. We perform the KYC, KYB, sanctions and PEP screening, and transaction monitoring enabled for you, using our own and third-party tools. Our decision to approve, decline, restrict, or exit an End User is final for the purposes of the Services. These services support your use of the Services and do not replace any independent obligation you have as a regulated entity.
10.1. The MSA runs for three years from its effective date and then renews automatically for successive one-year periods, unless terminated.
10.2. Either party may terminate the MSA, or any single Service, at any time on 60 days' written notice. Monthly minimums and subscription fees for the remainder of the initial three-year term remain payable by you unless the Pricing Agreement states otherwise.
10.3. Either party may terminate by written notice if the other materially breaches and fails to cure within 15 Business Days, or immediately if the breach cannot be cured or the other party becomes insolvent or ceases normal business.
10.4. We may suspend or terminate any Service or the MSA immediately if a Network, Platform Partner, or regulator requires it or a Bank Partner program ends; you breach sections 6 or 7; you exceed the Chargeback Threshold or Fraud Threshold in two of any three consecutive months; we reasonably believe you are engaged in fraud, illegal activity, or conduct damaging to our brand or partner relationships; or you fail to pay a shortfall or fees when due.
10.5. For 60 days after termination (the "Off-Boarding Support Period") we will keep your data, statements, and reports available; keep API credentials active for read access and for completing in-flight transactions; return or transfer End User fiat and custodial wallet balances; provide reasonable transition assistance; and continue second-line support. Termination does not affect access to any non-custodial wallet. After that period we may delete your data, except what we must keep for disputes, taxes, Network Rules, or law.
11.1. Each party must maintain a security program appropriate to its role, including encryption of personal information in transit and at rest, need-to-know access controls, and regular security testing. API keys and credentials are our property, and you must safeguard them and report any compromise immediately.
11.2. Each party is an independent controller of the personal information it collects. We and Bank Partners retain and use transaction and account data for settlement, disputes, fraud prevention, tax, and regulatory purposes. A party that becomes aware of unauthorized access to personal information must notify the other within 72 hours. Our collection and use of data is also governed by our Privacy Policy.
11.3. We use commercially reasonable efforts to achieve 99.5% availability each month, excluding maintenance notified at least 72 hours in advance and outages of Networks or Platform Partners. Service credits and incident notification are as the MSA provides. We give 60 days' notice before breaking API changes.
12.1. Each party keeps its own marks, software, content, and technology. Our platform, APIs, SDKs, widgets, documentation, and improvements remain our property.
12.2. During the term you may use our API, SDKs, and documentation solely to connect your Platform to the Services. You may not transfer this license, reverse-engineer, modify, redistribute, or sublicense our software. Whitelabeled components must carry the provider disclosures we and Bank Partners require.
13.1. Each party warrants that it is duly formed and in good standing, has authority to enter into and perform the MSA, and does not breach any law, order, or contract by doing so. We warrant that we will perform the Services professionally to industry standards, hold and maintain the licenses, registrations, and sponsorships required to provide them, and process transactions in accordance with Network Rules. You warrant that information you give us is accurate and complete, that you hold every license required to operate your Platform, that your Platform and products comply with law, and that neither you nor any owner is subject to sanctions.
13.2. Except as stated in this section, the Services are provided "as is" and "as available" to the fullest extent permitted by law. We and our Platform Partners disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or secure, that any transaction will be approved, settled, or free from dispute, or that any Digital Asset will hold its value.
13.3. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data. Each party's total liability under the MSA is limited to the greater of the fees paid or payable in the 12 months before the event and USD 25,000, and claims arising from unauthorized access to personal information are capped at twice that amount. These limits do not apply to fraud, gross negligence, or willful misconduct; amounts you owe, including fees, Chargebacks, returns, reserve, shortfalls, fines, and taxes; indemnities for third-party claims; deliberate breach of confidentiality involving personal information; or infringement of the other party's intellectual property. We are not liable for loss caused by blockchain network failure, protocol change, fork, smart-contract defect, or loss of value of a Digital Asset, except where caused by our gross negligence or willful misconduct.
14.1. You will defend and indemnify Quantum Works, its Platform Partners, and their officers, employees, and agents against claims, losses, fines, taxes, and costs (including reasonable legal fees) arising from your Platform and products; Chargebacks, returns, refunds, and Network or Bank Partner fines attributable to you or your End Users; your breach of the MSA, Network Rules, or law; your infringement of third-party rights; a security incident on your Platform; and any payout, transfer, or instruction you or your End Users originate.
14.2. We will defend and indemnify you and your officers, employees, and agents against third-party claims arising from our breach of the MSA or Network Rules, our gross negligence or willful misconduct, a claim that the Services as we provide them infringe third-party intellectual property, or a security incident on our systems.
15.1. These Terms and the MSA are governed by the law of the State of California.
15.2. Either party may give written notice of a dispute. Senior representatives must meet within 15 Business Days to try to resolve it. If it is unresolved after 30 days, either party may refer it to non-binding mediation administered by JAMS in San Francisco, California, with costs shared equally.
15.3. If still unresolved, the dispute will be finally decided by a single arbitrator appointed by JAMS in San Francisco, California, under its commercial rules. Any court may enforce the award. Each party bears its own legal fees unless the arbitrator finds bad faith.
15.4. Either party may seek emergency injunctive relief from a court to protect confidential information, personal information, or intellectual property. We may bring court proceedings to recover amounts you owe. For matters not subject to arbitration, the state and federal courts in San Francisco, California have exclusive jurisdiction, and each party waives jury trial.
15.5. Except for our recovery of amounts owed and claims that cannot lawfully be limited, a claim must be commenced within 12 months after it arises.
16.1. Entire agreement. The MSA, its Appendices, the Pricing Agreement, and your onboarding application are the entire agreement between you and Quantum Works on the Services.
16.2. Changes. We may update these Terms, the End User Terms, our restricted-business list, security requirements, and operating policies on 30 days' notice, or immediately where a Network, Platform Partner, or law requires. The MSA Standard Terms may be amended only in writing signed by both parties, or by us on notice where a Network, Platform Partner, or law requires.
16.3. Assignment. Neither party may assign the MSA without the other's consent, not unreasonably withheld, except to an affiliate or to a purchaser of substantially all its business on 30 days' notice. We may subcontract to Platform Partners.
16.4. Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, provided it gives prompt notice and mitigates. If such an event continues beyond 60 consecutive days, either party may terminate on 30 days' notice without liability except for amounts already due.
16.5. Other terms. If a provision is unenforceable it is modified to the minimum extent necessary and the rest continues. A waiver is effective only in writing. The parties are independent contractors. You consent to receive statements, policy updates, and operational communications by email or through the dashboard.
16.6. Legal notices. Notices of breach, termination, indemnity claims, and disputes must be in writing and delivered by courier, registered mail, or email with confirmed receipt to the notice addresses in the MSA.
Quantum Works LLC, a Wyoming limited liability company
166 Geary Street, San Francisco, CA 94108
These End User Terms of Use (the "Terms") apply to your use of Poket, a digital wallet and payments product operated by Quantum Works LLC, a Wyoming limited liability company with offices at 166 Geary Street, San Francisco, CA 94108 ("Quantum Works," "we," "us," "our"). Quantum Works is the legal entity you contract with when you use Poket.
You can use Poket directly through our app and website, or through a partner platform that has embedded Poket (see Section 4).
Poket is not a bank. Fiat accounts are provided by our program bank, cards by our issuing bank, and payment rails and card acceptance by our banking and payment processing partners. Where a service requires a third party to hold Digital Assets, a licensed custodian does so. Poket is not a licensed broker-dealer, investment adviser, or gaming operator, and does not offer those services.
In these Terms, "Digital Asset" means any stablecoin, cryptocurrency, or token we support, and "Business Day" means any day other than a Saturday, Sunday, or bank holiday in San Francisco, California.
You must be at least 18 years old to register. We verify age at registration (self-attestation), again at your first deposit (using your government-issued ID), and again at withdrawal, against your verified date of birth. Accounts that fail age verification are blocked and flagged for review.
You must also be located in a jurisdiction where Poket is available. We check your location at login and again at every transaction. Some jurisdictions are blocked by law (including jurisdictions subject to comprehensive U.S. sanctions) and cannot be unblocked.
You accept these Terms when you create an account and again when you first fund your account. We keep a record of each acceptance.
You are solely responsible for the confidentiality and use of your account, including your login credentials. You agree to notify us immediately if you become aware of loss, theft, or unauthorized use of your credentials. You will provide accurate, complete registration information and keep it up to date. We may monitor and record account activity to confirm compliance with these Terms.
Each account is for your personal use only. You may not share your login credentials, and we may suspend or cancel your access if you do, or if you breach these Terms.
You may access Poket through a third-party business's app or website that has integrated Poket as an embedded wallet. The partner business may control the onboarding presentation and branding you see and owns its own relationship with you. We own and operate all compliance and account controls described in these Terms (identity verification, tiering, geolocation, transaction monitoring, and limits), identically to the standalone app. Your contractual relationship for wallet and compliance matters is with Quantum Works. The partner business does not configure, alter, or bypass any of these controls. The app identifies the provider of each service.
Poket uses a tiered verification model. Each tier requires additional identity information and unlocks additional services and transaction limits:
Transaction limits at each tier are set by us and may change. Current limits are available in the app.
We screen you against sanctions and watchlists at verification and monthly thereafter. If you are flagged as a sanctions match, your account will be restricted and, where required, reported to regulators.
Fiat accounts. Fiat balances are held by our program bank in accounts for the benefit of account holders. Poket provides the technology, ledger, and program management. If our ledger and the bank's records differ, the bank's records prevail. Fiat balances bear no interest unless we tell you otherwise and are not deposits with Quantum Works. Any deposit insurance depends on the program bank's terms, which are available in the app.
Non-custodial wallet. Your primary wallet is a non-custodial wallet. You alone generate and control the private keys and recovery phrase. Poket provides the wallet software and interface only. We never hold, control, or have access to your keys or the Digital Assets in your wallet. We cannot freeze, hold, reverse, or restrict access to a non-custodial wallet, including if we suspend your account, end these Terms, or become insolvent. You are solely responsible for safeguarding your keys. We cannot recover lost keys or reverse transfers from your wallet.
Temporary custody. Where a service requires a third party to hold Digital Assets (for example during conversion, settlement, screening, or a pending transfer), they are held temporarily in a custodial wallet with a licensed custodian under its terms. A custodial wallet is not a place to store Digital Assets. We move the balance to your non-custodial wallet, or convert it to fiat, within 1 Business Day after the reason for custody ends. If our ledger and the custodian's records differ, the custodian's records prevail.
Risks. Digital Assets are not deposits and are not insured by any government agency. Values fluctuate, and a stablecoin may lose its peg. We do not provide yield, staking, lending, or investment products, and we do not guarantee any return.
Poket supports ACH, debit and credit card, pay by bank, push to card, RTP, wire, and stablecoin transfers, depending on your tier and the features enabled for you. Each method has its own limits and cut-off times, shown in the app. We may decline, hold, or reverse a transaction for fraud, risk, or compliance review.
Finality. Transfers between Poket accounts are final when posted to our ledger. A Digital Asset transfer is final once confirmed on the relevant blockchain network. You are responsible for the accuracy of the destination address.
Card-funded purchases of Digital Assets. Card-funded purchases are limited to USD 10,000 per user per day, and identity verification is required before cumulative purchases exceed USD 500. We may approve higher limits after enhanced due diligence and may reinstate the limit at any time. Converting Digital Assets to fiat above USD 1,000 requires enhanced verification and source of funds evidence.
Before you confirm a purchase of Digital Assets, we show you: (a) a description of the Digital Asset, including its type; (b) the total cost in fiat currency, including all fees, charges, and taxes; (c) the destination wallet address for you to confirm; (d) a statement that the Digital Asset's value may fluctuate; and (e) any restriction on return, refund, or cancellation. The same information appears on your receipt.
Conversions. Where a transaction needs a currency or asset conversion, we convert at our rate at the time of execution plus a margin, which is shown before you confirm.
When you pay a merchant with Poket, the checkout page names the seller of record, which is either Quantum Works or the merchant. Where Quantum Works is the seller of record, we issue your receipt and, where required, a tax invoice, we collect and remit applicable taxes, and the charge appears on your statement as "QUANTUM WORKS*" followed by the merchant's trading name. In every case the merchant is responsible for its products, including their description, price, quality, legality, and delivery. We do not make, store, inspect, or ship products and give no warranty for them. Contact the merchant first about an order. Merchants are required to deliver within the time stated at checkout, and in any case within 30 days for physical goods or 24 hours for digital goods after payment is captured. Refunds, returns, and cancellations are covered in Section 17.
We monitor transactions for fraud and money-laundering patterns, including structuring, rapid deposit-withdrawal cycling, and unusual geographic activity. We, our program bank, and our custodian may hold, decline, restrict, or close your account or a custodial balance, return funds, or decline any instruction where law, network rules, or risk requires, and may act on legal process without notice to you. This does not apply to your non-custodial wallet (Section 6).
We may contact you directly where a service, network rules, or law requires, including about disputes, error resolution, account notices, and legal notices. We log account and transaction activity and retain those records for at least 5 years; we may be required to produce them to regulators or law enforcement.
Poket may charge fees for certain transactions and services. Applicable fees are disclosed to you before you complete a transaction. Network, bank, card issuer, processor, and on-chain network (gas) fees are passed through at cost. We will give you at least 30 days' notice before any fee increase takes effect.
You agree to provide accurate information, keep your credentials secure, and comply with applicable law. You are responsible for transactions made from your account unless caused by our error.
You must not use Poket:
The content and design of our app, website, and any material we provide to you (collectively, "Poket Content") is our property or that of our licensors. You may not reproduce, modify, or commercially exploit Poket Content, or use our trademarks or trade names, without our prior written permission. Our software is proprietary; you may not copy, reverse engineer, or modify it except as expressly permitted by these Terms.
Poket relies on third parties to provide parts of the service, including our identity verification partner, our bank-link risk partner, our blockchain screening partner, and our banking, custody, and card partners. Your use of Poket may be subject to those providers' own terms.
Except where these Terms say otherwise, Poket and Poket Content are provided "as is" and "as available" to the fullest extent permitted by law. Quantum Works and its partners disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that Poket will be uninterrupted, error-free, or secure, that any transaction will be approved, settled, or free from dispute, or that any Digital Asset will hold its value. We give no warranty for merchants' products or any third-party service.
To the maximum extent permitted by law, neither you nor Quantum Works is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data. Our total liability to you is limited to the greater of the fees you paid us in the 12 months before the event and USD 25,000. These limits do not apply to fraud, gross negligence, or willful misconduct, or to amounts you owe us. We are not liable for loss caused by blockchain network failure, protocol change, fork, smart-contract defect, or loss of value of a Digital Asset, except where caused by our gross negligence or willful misconduct.
You agree to defend, indemnify, and hold harmless Quantum Works, its affiliates, partners, officers, employees, and agents from claims, losses, fines, and expenses, including reasonable legal fees, arising from your breach of these Terms, network rules, or law, or from any transfer or instruction you originate.
Neither you nor Quantum Works is liable for delay or failure to perform (other than payment obligations) caused by events beyond reasonable control, including natural disaster, war, civil unrest, government action, labor dispute, network, blockchain, or partner outage, or a cyberattack not preventable by industry-standard security, provided the affected party gives prompt notice and mitigates.
These Terms are governed by the law of the State of California, without regard to conflict-of-law principles.
Informal resolution. Write to us first (see Section 21). We will try to resolve your complaint within 30 days.
Arbitration. If a dispute is not resolved, it will be finally decided by binding individual arbitration before a single arbitrator appointed by JAMS in San Francisco, California, under its rules. Any court may enforce the award. Each party bears its own legal fees unless the arbitrator finds bad faith. You and Quantum Works may bring claims only in an individual capacity, and not as a plaintiff or class member in any class or representative action.
Exceptions. Either party may seek emergency injunctive relief from a court to protect confidential or personal information or intellectual property, and either party may bring a claim in small claims court if it qualifies. For matters not subject to arbitration, the state and federal courts in San Francisco, California have exclusive jurisdiction, and each party waives jury trial.
Time limit. To the extent permitted by law, a claim must be commenced within 12 months after it arises.
Purchases from merchants. Each merchant must maintain a refund, return, and cancellation policy, which is shown at checkout. Refunds are processed on the merchant's instruction, or by us where law or network rules require or to resolve a valid complaint. Refunds are paid only to the original payment method, for no more than the original amount, and never in cash or to a different payment method unless the original is closed and network rules permit. A refund can take 5 to 10 Business Days to appear, depending on your bank or card issuer.
Failed or erroneous transactions. If a transaction fails or is processed incorrectly because of an error by us or our partners, we will correct or reverse it within 5 Business Days after the error is identified.
Disputed transactions. Tell us within 60 days of the transaction date if you believe a transaction was unauthorized or processed in error. We will investigate and respond within 10 to 15 Business Days of receiving your report and, where warranted, reverse the transaction. Card-funded transactions are also subject to your card issuer's dispute process. Nothing here limits your rights under law.
Digital Asset transfers. A Digital Asset transfer is final once confirmed on the blockchain network. No reversal or refund is available after that except at our discretion, so check the destination address before you confirm.
Cancelling your account. You may close your account at any time by contacting customer service (Section 21). We will return your remaining fiat balance to your verified bank account or original funding source within 10 Business Days after closure, less any amounts you owe, and subject to holds required by law or by a pending dispute or investigation. Your non-custodial wallet remains yours. Any custodial balance is handled as Section 6 describes.
Fees. Fees for services already provided are not refundable, except where we billed in error, where the transaction failed because of our error, or where law requires.
We may send you statements, policy updates, and operational communications by email to your account address or through the app, and you consent to receive them electronically.
Legal notices to us (including notices of breach, indemnity claims, and disputes) must be in writing and delivered by courier or registered mail to Quantum Works LLC, Attn: Legal / Compliance, 166 Geary Street, San Francisco, CA 94108, or by email to legal@onepoket.com.
Changes. We may update these Terms on 30 days' notice by email or in the app, or immediately where a network, partner, or law requires. If you keep using Poket after the effective date, you accept the changes. If you do not agree, close your account.
Termination. You may close your account at any time. We may suspend or terminate your access at any time, including if a network, partner, or regulator requires it, if you breach these Terms, or if we reasonably believe your activity is fraudulent or illegal. Closing your account does not affect your non-custodial wallet. Provisions that by their nature should survive termination do so.
Priority. If these Terms conflict with a rule required by a payment network, bank partner, or acquirer, that rule applies.
General. These Terms are the entire agreement between you and Quantum Works about Poket. You may not assign them; we may assign them to an affiliate or to a purchaser of our business, and may subcontract to our partners. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest continues. A waiver is effective only in writing. You and Quantum Works are independent parties, and nothing here creates a partnership or agency.
Information you provide is used in accordance with our Privacy Policy, which you should read alongside these Terms.
Quantum Works LLC, a Wyoming limited liability company
166 Geary Street, San Francisco, CA 94108