Oshi Loyalty

Terms of Service

Please read these Terms of Service (this “Agreement”) carefully.

This Agreement is between you and Oshi Technologies, Inc. (“Oshi”, “we”, or “us”) concerning your use of (including any access to) any of our website, mobile applications, and other related platforms (collectively, the “Oshi Platform”). When you access or use our Oshi Platform, you acknowledge that you have read this Agreement, understand the contents of this Agreement, and agree to the terms of this Agreement.

This Agreement hereby incorporates by this reference any additional terms, conditions, and policies posted by Oshi through domains accessible from the Oshi Platform, sent to you via email, or otherwise made available to you by Oshi, including Oshi’s Privacy Policy located at https://oshi.tech/privacy and Oshi’s Terms of Rewards. Your use of the Oshi Platform is governed by this Agreement regardless of how you access the Oshi Platform, including through the Internet, through Wireless Access Protocol (commonly referred to as “WAP”), through a mobile network, or otherwise.

BY USING OUR OSHI PLATFORM, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT. IF YOU ARE USING THE OSHI PLATFORM ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, THEN YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU HEREBY REPRESENT AND WARRANT TO US THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT, YOU HEREBY INDEMNIFY AND RELEASE OSHI FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF OUR OSHI PLATFORM.

THIS AGREEMENT CONTAINS{" "} A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 12 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

1. Changes to this Agreement

We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement on our Oshi Platform. Any such changes will become effective on the “Last Updated” date indicated above and such changes will not apply to any dispute between you and us arising prior to such date on which the revised Agreement incorporating such changes became effective, or otherwise notified you of such changes.

Your use of the Oshi Platform following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Oshi Platform (including access via any third-party links); charge, modify, or waive any fees required to use the Oshi Platform; or offer opportunities to some or all users.

2. Information You Submit to Us

Your submission of information through the Oshi Platform is governed by Oshi’s Privacy Policy, located at https://oshi.tech/privacy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Oshi Platform is and will remain accurate and complete, and that you will maintain and update such information as needed.

3. Jurisdictional Issues

The Oshi Platform is controlled or operated (or both) from the United States and is not intended to subject Oshi to any non-U.S. jurisdiction or law. The Oshi Platform may not be appropriate or available for use in any non-U.S. jurisdiction. Any use of the Oshi Platform is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Oshi Platform’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.

4. Services

The Oshi Platform may make available vouchers, promotions, coupons, discounts, or other related offers (collectively, “Merchant Listings”) for services, goods, or products provided by third parties (“Merchants”) to individuals seeking such Merchant Listings (“Purchasers”), as well as references and links to Merchant Listings (making such Merchant Listings available on the Oshi Platform, hereinafter, the “Services”). The Merchants and Purchasers may be referred to individually as a “User” and collectively herein as “Users.” The availability through the Oshi Platform of any listing, description, or image of Merchant Listing does not imply our endorsement of such Merchant Listing or affiliation with the provider of such Merchant Listing. We make no representations as to the completeness, accuracy, or timeliness of such listings, descriptions, or images (including any features, specifications, and prices contained therein). Such information and the availability of any Merchant Listing (including the validity of any coupon or discount) is subject to change at any time without notice. Certain weights, measures, and similar descriptions are approximate and are for convenience only. It is your responsibility to ascertain and obey all applicable local, state, federal, and foreign laws (including minimum age requirements) regarding the possession, use, and sale of any Merchant Listing.

Oshi offers Users the opportunity to transact Merchant Listings on the Oshi Platform. The Oshi Platform offers Merchants the ability to create a Merchant Listing, whereby a Merchant may describe a product or service offered in the Merchant Listings to be provided by the Merchant, the Merchant’s location, and other information deemed pertinent by the Merchant regarding its Merchant Listing and/or product/service offerings. All connections facilitated by Oshi involve Merchants advertising to Purchasers its own goods and services and Merchant Listings provided solely by Merchants. All details concerning a contract between Purchaser and Merchant including, but not limited to, the type of Merchant Listing, how the Merchant Listing is performed, or the location at which the Merchant Listing is to be performed are determined solely by Purchaser and Merchant. Users hereby agree that all Merchant Listings transacted between Users are undertaken at their own risk and discretion. Users hereby acknowledges that Oshi does not conduct background checks on Users or make any attempt to verify the information provided by Users to Oshi. Merchant hereby acknowledges that by agreeing to provide Merchant Listings to a Purchaser that Merchant assumes all risks associated therewith and shall perform inquiry into any Purchaser to Merchant’s satisfaction. Merchant hereby acknowledges that it is Merchant’s responsibility to put in place all safeguards necessary to protect Merchant in Merchant’s interactions with Purchasers. Users hereby acknowledge and agree that Oshi is not responsible for and makes no representation regarding the licensure, accreditation, or registration of any Merchant or Merchant Listings provided, or the accuracy of information presented on Merchant Listings or related to any Merchant. Notwithstanding anything herein, Oshi reserves the right to conduct background checks of any User using any third-party background check services. Merchant background checks may include, but are not limited to, verifying a User’s identity and checking a User’s comprehensive criminal background. Oshi may also interview certain of Merchant’s Purchasers from time to time. Oshi hereby reserves the right to terminate a User’s access to the Oshi Platform based on any information arising from such a background check or interview with another User.

NEITHER OSHI NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ON THE OSHI PLATFORM, ONLINE, OR OFFLINE, OF ANY MERCHANT OR PURCHASER AND YOU HEREBY RELEASE OSHI AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO OR ARISING THEREFROM. OSHI AND ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY, DISPUTE, OR DAMAGE ARISING IN CONNECTION WITH OR RELATED TO YOUR USE OF THE MERCHANT LISTINGS.

Users hereby acknowledge and agree that Oshi is simply a platform to facilitate connections among Users. Users hereby acknowledge and agree that the Merchant Listings are performed pursuant to an seller/buyer relationship and/or independent contractor relationship solely between Users, and Oshi does not have any control over the quality, suitability, training of Merchants, reliability, scheduling, durability, legality, performance, failure to provide, or any other aspect whatsoever of any Merchant Listings provided by Merchants to Purchasers. Oshi is not responsible for any act or omission or otherwise of any Merchant or Purchaser. Oshi makes no representations or warranties whatsoever with respect to any Merchant Listings offered or provided by Merchants or any inquiry by Purchasers regarding the Merchant Listings, regardless of whether such Merchant/Purchaser interaction occurs in public, in private, or offline.

4.1 Fees. Oshi collects a fee when a Merchant Listing is purchased by a Purchaser (the “Fee”). The Fee and accompanying terms are set forth in this Agreement, on the Oshi Platform, and/or accepted and executed as one or more separate agreements by and between you and Oshi.

4.2 Payment. If you wish to access the Oshi Platform and participate in the purchasing and/or offering of Merchant Listings, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address, and your shipping information. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A SUBSCRIPTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Merchant Listing transactions. Verification of information may be required prior to the acknowledgment or completion of any transaction. You agree to pay all charges incurred by you or on your behalf through the Oshi Platform, at the prices in effect when such charges are incurred, including all shipping and handling charges, if any. In addition, you are responsible for any taxes applicable to your transaction. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or Merchant Listing. Unless otherwise stated, the Fee will be withheld at the time of the transaction. All balances and all Fees, charges, and payments collected or paid in relation to Merchant Listings may be denominated in US dollars or Bitcoin.

4.3 Payment by Purchaser to Merchant. In the event Merchant has clearly posted return policy, refund policy, Merchant Listing expiration, etc. (collectively, “Return Policy”) on the Merchant Listing, a Merchant may require a Purchaser to abide by such stated Return Policy. Merchants shall resolve any such conflict regarding to the satisfaction of both Purchaser and Oshi. Users hereby acknowledge that (1) Oshi takes efforts it considers reasonable to ensure the secure transmission of your payment information to third parties who process payments, (2) Oshi shall not be responsible for any errors associated with the processing of payment information by third parties, (3) Oshi shall not be responsible for any charges or fees assessed by third parties, and (4) Oshi shall not be responsible for any errors resulting from the negligence of a third party processing payment information, the improper transmission of payment information or erroneous payment information by a third party or Merchant or Purchaser. Merchants hereby acknowledge and agree that if such Merchant enters and/or saves a Purchaser’s credit card or payment information to Purchaser’s account, that Merchant has the necessary authorization from Purchaser to perform such act. As such, Merchant hereby agrees to take full responsibility for fulfilling the Purchaser’s preferences regarding Merchant’s usage of Purchaser’s payment information and hereby agrees to indemnify Oshi for any and all claims arising from or out of Merchant’s usage of Purchaser’s payment information.

5. Your Account with Us

When you create an account with us (an “Account”), you will be asked to provide certain information about yourself, including, without limitation, your name, business name, business address, billing address, business webservice, licenses held, accreditations held, and other information about you and your business. It is your sole responsibility to maintain the security of your Account. You are responsible for any activity of any person you allow to access your Account. Any activity by your Account is your sole responsibility and Oshi or its affiliates or licensors is not liable for any losses, damages, liabilities, charges, incurred, suffered, or arising from or out of your failure to maintain your Account’s security. You agree to follow all rules and applicable laws in connection with the use of your Account. In the event your Account security is compromised, you hereby agree to notify us immediately.

In connection with creating your Account, you will be asked to verify that you are a citizen of the United States of America, a legal resident of the United States of America, or a business entity validly formed in a jurisdiction in the United States of America and in good standing in such jurisdiction of formation. You will also be asked to create an “Account Name” (herein so called). This Account Name must be unique and will serve various functions for your Account. Your Account Name may not contain offensive words, phrases, or connotations. Please be aware that your Account Name may appear on all Purchaser and Merchant credit card statements and payment records. Upon creating an Account selecting an Account Name, you will be granted a non-transferrable license to use our Oshi Platform, subject to this Agreement and other policies listed on our Oshi Platform or sent to you via email or mail. Accounts and Merchant Listings are only intended for use in the United States of America. Merchant hereby acknowledges and agrees that not it shall not export the Merchant Listings directly or indirectly, and you hereby acknowledge that the Merchant Listings may be subject to export restrictions imposed by US law, including US Export Admin Regulations (15 C.F.R. Chapter VII), and that any international use must comply with international laws. Merchant hereby acknowledges and agrees that all information provided by Merchant to us is accurate, complete, and true. Merchant acknowledges and agrees that Merchant has created the Account on Merchant’s behalf, or, in the case of a business entity, that Merchant has the necessary authority to create an Account and on behalf of said business. Merchant hereby acknowledges and agrees that if Merchant is a business that all its employees, independent contractors, and/or licensors have and maintain the licenses and/or accreditations necessary to provide the Merchant Listings. Merchant hereby consents to Oshi verifying any information provided to Oshi by Merchant. In the event such information of Merchant changes, Merchant agrees to promptly provide such information to us.

By creating an Account as a Merchant, you hereby agree that you shall not accept payments from or in connection with the following businesses or business activities: (1) any illegal activity or goods, (2) buyers or membership clubs, including dues associated with such clubs, (3) credit counseling or credit repair agencies, (4) credit protection or identity theft protection Merchant Listings, (5) direct marketing or subscription offers or Merchant Listings, (6) infomercial sales, (7) internet/mail order/telephone order pharmacies or pharmacy referral Merchant Listings (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (8) unauthorized multi-level marketing businesses, (9) inbound or outbound telemarketers, (10) prepaid phone cards or phone Merchant Listings, (11) rebate based businesses, (12) up-sell merchants, (13) bill payment Merchant Listings, (14) betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races, (15) manual or automated cash disbursements, (16) prepaid cards, checks, or other financial merchandise or Merchant Listings, (17) sales of money-orders or foreign currency, (18) wire transfer money orders, (19) high-risk products and Merchant Listings, including telemarketing sales, (20) Merchant Listing station merchants, (21) automated fuel dispensers, (22) adult entertainment oriented products or Merchant Listings (in any medium, including internet, telephone, or printed material), (23) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury, (24) internet/mail order/telephone order cigarette or tobacco sales, (25) drug paraphernalia, (26) occult materials, (27) hate or harmful products, (28) escort Merchant Listings, or (29) bankruptcy attorneys or collection agencies engaged in the collection of debt.

Oshi reserves the right to ask Merchant follow up questions regarding information provided by Merchant and to periodically request additional information from Merchant. Merchant agrees to promptly provide responses to such requests by Oshi. We reserve the right to suspend Merchant’s Account during verification of or inquiry into any information provided to us by Merchant. Oshi may suspend or terminate any Account it determines contains false, misleading, inaccurate information, or an Account Name that, in the sole discretion of Oshi, is offensive, misleading, or infringing any intellectual property of another party, or if Merchant has violated this Agreement or any of Oshi’s policies, poses an unacceptable risk to Oshi, in Oshi’s sole discretion, or has engaged in illegal or fraudulent conduct. Oshi does not verify that Account Names do not infringe the trademark or intellectual property rights of any other Merchant, Purchaser, or other party. In the event a Merchant’s Account is terminated or suspended due to Merchant providing false, misleading, or inaccurate information to Oshi, or due to Merchant’s Account Name, in Oshi’s sole discretion, being offensive, misleading, or infringing the intellectual property rights of another party, Merchant will not be refunded any part of the Fee and Oshi may restrict access to the funds in Merchant’s Account. If your Account is terminated or suspended for any reason or no reason, you agree that you will continue to be bound by this Agreement, to immediately stop using the Oshi Platform, that any license(s) granted to you by us shall terminate immediately, that we reserve the right to hide or delete any or all of your information and account data stored on our servers, and that we have no obligation to hide or delete any or all of your information and account data stored on our servers. We shall not be liable to you or any third party for termination or suspension of access to the Merchant Listings or your Account or for deletion or hiding of your information or account data. You hereby agree and acknowledge that to comply with investigations and applicable law, we may retain and use your information and account data

In the event Merchant desires to correct the information provided to us and create a new Account, Merchant must contact Oshi in writing at satoshi@oshi.tech. Oshi shall have the sole discretion to allow Merchant to create a new Account or not.

You may terminate your Account with us at any time. When you terminate your Account, any transactions your Account has pending will be cancelled. Any termination of your Account does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement or other agreement with us. We shall not be liable to you for compensation, reimbursement, or damages in connection with your use of the Services or your Account, or in connection with any termination or suspension of the Services or your Account.

When you provide your wireless number and/or email address to us, you confirm and agree to receive communications from us and that you desire for Oshi to send you SMS messages and/or email messages regarding developments, marketing, upcoming appointment reservations, other reminders, and other information regarding the Services and/or your Account. By providing us with your wireless number and/or email address, you represent and warrant that you have the authority to provide us with such wireless number and/or email address and that the owner of such number and/or email address has consented to receiving communications from us. We may also send SMS messages to you regarding upcoming appointments and other reminders using a short code text messaging service. You agree to indemnify and hold Oshi harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing. You understand that you are not required to provide this consent as a condition of using our Services and may opt out of receiving autodialed text messages from Oshi at any time.

Please remember that message and data rates may apply for any messages we send to you and you send to us. You may receive messages including but not limited to appointment confirmations, appointment requests, appointment reminders, and payment receipts and/or tips. You should contact your wireless provider if you have any questions about your data plan or text plan. For all questions about the service provided by this messaging service, please contact us at satoshi@oshi.tech

6. Payment Processing

Oshi uses a third-party, OpenNode, Inc. (“OpenNode”), to facilitate the Services and transactions of Merchant Listings between Users. By enrolling in or using any Oshi Platform, you acknowledge that you have read and understand OpenNode’s Terms and Conditions (found at https://www.opennode.com/terms-and-conditions/) and OpenNode’s Privacy Policy (found at https://www.opennode.com/privacy-policy/) and further agree to be bound by all terms found therein.

7. Rules of Conduct

In connection with the Merchant Listings and your Account, you agree not to:

(a) Post, transmit or otherwise make available through or in connection with the Merchant Listings or your Account any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

(b) Post, transmit or otherwise make available through or in connection with the Merchant Listings or your Account any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.

(d) Harvest or collect information about Users of the Services or the Oshi Platform.

(e) Interfere with or disrupt the operation of the Services, your Account, or the Oshi Platform or the servers or networks used to make such available, including by hacking or defacing any portion of the Merchant Listings, your Account, or the Oshi Platform; or violate any requirement, procedure, or policy of such servers or networks.

(f) Restrict or inhibit any other person from using the Services, their Account, or the Oshi Platform.

(g) Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Oshi Platform except as expressly authorized herein, without Oshi’s express prior written consent.

(h) Reverse engineer, decompile, or disassemble any portion of the Oshi Platform, except where such restriction is expressly prohibited by applicable law.

(i) Remove any copyright, trademark, or other proprietary rights notice from your Account, the Merchant Listings, or the Oshi Platform.

(j) Frame or mirror any portion of the Merchant Listings, your Account, the Oshi Platform, or otherwise incorporate any portion of the Merchant Listings, your Account, or the Oshi Platform into any product or Merchant Listing, without Oshi’s express prior written consent.

(k) Systematically download and store content of the Merchant Listings, your Account, or the Oshi Platform.

(l) Use any robot, spider, Oshi Platform search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather content from the Oshi Platform, or reproduce or circumvent the navigational structure or presentation of the Oshi Platform, without Oshi’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions herein or posted to the Oshi Platforms’ root directories, Oshi grants to the operators of public search engines permission to use spiders to copy materials from the Oshi Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Oshi reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

(m) Post any fictitious content of any form, including, without limitation, events or offers or other information, to the Oshi Platform that is false or may compromise or otherwise harm Oshi, the Oshi Platform, or our affiliates.

You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed to use the Oshi Platform, the Merchant Listings, and your Account.

8. Intellectual Property Rights

Subject to your compliance with this Agreement, and solely for so long as you are permitted by Oshi to use your Account, you may use your Account. The Oshi Platform is licensed (not sold) to end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Oshi to use your Account and/or the Oshi Platform, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to use your Account and install and use the Oshi Platform on a mobile device that you own or control.

We and our suppliers own the Oshi Platform, which are protected by proprietary rights and laws. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately cease using the Oshi Platform and remove (that is, uninstall and delete) it from your mobile device. All trade names, trademarks, Merchant Listing marks, and logos on the Oshi Platform not owned by us are the property of their respective owners. You may not use our trade names, trademarks, Merchant Listing marks, or logos in connection with any product or Merchant Listing that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Oshi Platform should be construed as granting any right to use any trade names, trademarks, Merchant Listing marks, or logos without the express prior written consent of the owner.

Certain functionality of the Oshi Platform may make available access to materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, integrity, quality, legality, usefulness, or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading, or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Oshi with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Oshi Platform at any time. In addition, the availability of any Third Party Materials through the Oshi Platform does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider. YOU ARE NEVER ALLOWED TO COPY OSHI PLATFORM CONTENT MANUALLY OR ELECTRONICALLY – THIS PROHIBITION INCLUDES, WITHOUT LIMITATION, IN THE EVENT THAT A USER OF THE OSHI PLATFORM GRANTS YOU PERMISSION TO ACCESS THEIR ACCOUNT.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF MERCHANT LISTING OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

9. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE OSHI PLATFORM AND ANY MERCHANT LISTINGS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY: AND (B) OSHI DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE OSHI PLATFORM AND ANY MERCHANT LISTINGS AND THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. THE PRODUCTS ARE NOT DESIGNED FOR COMMERCIAL USE (SUCH AS USE IN HOTELS, RESTAURANTS OR ANY OTHER PLACE WHERE THE PUBLIC MAY USE A PRODUCT OUTSIDE OF A PRIVATE RESIDENTIAL SETTING), AND, WITHOUT LIMITING ANY OTHER DISCLAIMER HEREIN, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE DISCLAIM ALL LIABILITY FOR ANY DAMAGES ARISING FROM SUCH COMMERCIAL USE. THIS SECTION 9 DOES NOT AFFECT ANY EXPRESS WARRANTIES THAT WE MAY PROVIDE DIRECTLY TO YOU IN WRITING WITH RESPECT TO MERCHANT LISTINGS OR YOUR ACCOUNT.

ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH OSHI AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND MERCHANT LISTING PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”).

While we try to maintain the timeliness, integrity and security of the Oshi Platform, we do not guarantee that the Oshi Platform are or will remain updated, complete, correct or secure, or that access to the Oshi Platform will be uninterrupted. The Oshi Platform may include inaccuracies, errors, and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Oshi Platform. If you become aware of any such alteration, please contact us and provide a description of such alteration and its location.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: OSHI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION TRANSMITTED VIA THE OSHI PLATFORM (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF SUCH INFORMATION), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) OSHI WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE OSHI PLATFORM OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS: (B) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE OSHI PLATFORM OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE OSHI PLATFORM: AND (C) THE MAXIMUM AGGREGATE LIABILITY OF OSHI FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF: (1) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO OSHI TO USE THE OSHI PLATFORM; AND (2) TEN U.S. DOLLARS ($10).

ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH OSHI AND THE AFFILIATED ENTITIES.

Applicable law in certain states may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have certain additional rights.

11. Indemnity

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Oshi and the Affiliated Entities from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, any of the Oshi Platform or your Account or the Merchant Listings; and (b) any violation or alleged violation of this Agreement by you.

12. Governing Law and Mandatory Arbitration Provision

If a dispute, controversy or claim, of any kind and every kind or type, whether based on contract, tort, statute, regulations, or otherwise, arising out of, or connected with, or relating in any way to this Agreement, or the relationship of the parties, or the obligations of the parties, or the scope of this arbitration agreement, of the operations carried out under this Agreement, including without limitation, any dispute as to the existence, validity, construction, interpretation, negotiation, performance, non-performance, breach, termination, scope, or enforceability of this Agreement, or the breach thereof (any one of which constituting the “Dispute”), and if the Dispute cannot be settled through direct discussions (in the opinion of any party), the parties agree to first endeavor to settle the Dispute in an amicable manner by mediation under the then current Commercial Mediation Rules of the American Arbitration Association (“AAA”), before resorting to arbitration. If the Dispute is not settled by mediation within thirty (30) days of written request for mediation by any party to AAA, then and thereafter any unresolved Dispute, including the arbitrability of any unresolved Dispute, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then current AAA Commercial Arbitration Rules with the award being final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any provisional remedy which would be available from a court of law shall be available from the arbitrator to the parties to this Agreement pending arbitration.

The Federal Arbitration Act shall govern all arbitration proceedings under this Agreement. This Agreement shall in all other respects be governed and interpreted by the laws of the State of Texas, including its statutes of limitation but excluding any conflicts or choice of law rule or principles that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The arbitration shall be conducted in Fort Worth, Texas, by one neutral arbitrator chosen by AAA according to its Commercial Arbitration Rules. Neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. All fees and expenses of the arbitration shall be borne by the parties equally who shall make deposits as requested by AAA of each party’s share of the deposits requested. Failure or refusal by a party to pay its share of the requested deposits shall constitute a waiver by the non-paying party of its rights to be heard, present evidence, cross-examine witnesses, and assert counterclaims in the arbitration. Informing the arbitrator of a party’s failure to pay its share of the requested deposits for the purpose of implementing this waiver provision shall not be deemed to affect the arbitrator’s impartiality, neutrality, independence, or ability to proceed with the arbitration. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs. The prevailing party, according to the arbitrator, shall be entitled to an award of reasonable attorney’s fees for the arbitration and for all appeals of the award, arbitration fees and administrative expenses, and pre-award and post-award interest at the prevailing Texas statutory pre-judgment and post-judgment interest rates. This agreement to arbitrate shall survive the termination or repudiation of this Agreement.

13. Parental Filtering

None of the information on the Oshi Platform is intended for the use of children under thirteen (13) years of age, and Oshi does not knowingly register any person or accept information from any person under thirteen (13) years of age.

We hereby notify you that parental control protections (such as computer hardware, software, or filtering Merchant Listings) are commercially available that may assist you in limiting access to material that may be harmful to minors.

Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_contentcontrol_software_and_providers. Please note that Oshi does not endorse any of the products or Merchant Listings listed on such Oshi Platform, nor can Oshi confirm the completeness or accuracy of such information presented on such Oshi Platform.

14. Modifications to the Services; Force Majeure

You acknowledge that Oshi, its affiliates, and/or licensors reserve the right to edit, suspend, or terminate any part or all of the Services at any time for any reason or for no reason. While we use our reasonable best efforts to ensure the Services and Oshi Platform function at all times, we are not obligated to update or maintain the Services or the Oshi Platform, and we are not obligated to ensure the Services and/or Oshi Platform function properly on your personal computer or device. You acknowledge that Oshi’s platform and the Services may experience technical issues, including, without limitation, interruptions of Services or errors, that my affect your use of the Services. You acknowledge that we may plan downtime for the Services and/or Oshi Platform. We will use our reasonable best efforts to communicate planned downtime to you at least eight (8) hours prior to the planned downtime. We shall not be liable for any delay or failure to perform any obligation under this Agreement or otherwise where the delay or failure results from or arises out of any circumstances beyond our control, including, without limitation, acts of God, acts of government, epidemics, pandemics, natural disaster, civil unrest, strikes or other labor problems, any outbreak or escalation of hostilities or declared or undeclared acts of war or terrorism, any Internet services provider delays or failures, any event, change, fact, condition, circumstance, or occurrence that, when considered individually or in the aggregate together with all other adverse events, changes, facts, conditions, circumstances, or occurrences, has had or would be reasonably expected to have an adverse effect on Oshi, including without limitation, Oshi’s business, operations, results of operations, properties, assets, or condition (financial or otherwise).

15. Miscellaneous

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Oshi. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation”. This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Oshi relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Oshi relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Oshi Platform or by email (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Oshi will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

16. Contact Us

If you have a question or complaint regarding any of the Services, please contact us by visiting https://www.oshi.tech.

You may email us at: satoshi@oshi.tech

You may also contact us by writing to:

Oshi Attn: Customer Merchant Listing 245 Lazy Creek Dr Georgetown, TX 78628

You may contact us by phone by calling:{" "} 1-617-682-9767

Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Merchant Listings of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Terms of Rewards

Oshi Technologies, Inc. (“Oshi” or “we”) offers Rewards (defined below) for certain purchases completed through its websites, mobile applications, and other related platforms (collectively, the “Oshi Platforms”). The Rewards and eligibility to receive the Rewards are subject to these Terms of Rewards (“Agreement). The Rewards can be denominated in bitcoin or other currency (also referred to as “rewards,” “sats,” or “bitcoin”), on Eligible Transactions (defined below). This Agreement constitutes a legally binding agreement between each individual who receives Rewards or otherwise uses any one of the Oshi Platforms (“Member” or “you”).

Oshi reserves the right to change or modify this Agreement at any time and in our sole discretion. {" "} If Oshi makes changes to this Agreement, we will provide notice of such changes, by providing notice through the Oshi Platforms, by e-mail and/or by updating this Agreement (as indicated by the “Last Updated” date found at the top of this Agreement) on the Oshi website (found at https://Oshiapp.com/terms-of-rewards-program/) and/or on the Oshi mobile application for iOS and Android. You agree to receive app-based notifications through these means and your continued use of the Oshi Platform(s) to earn Rewards will indicate your acceptance of the revised Agreement. If you do not agree to any amended Agreement, you must stop using the Oshi Platform(s).

By enrolling in or using any Oshi Platform, you acknowledge that you have read and understood this Agreement and agree to be bound by all of its terms.

BY USING ANY OSHI PLATFORM, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT. IF YOU ARE USING AN OSHI PLATFORM ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, THEN YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU HEREBY REPRESENT AND WARRANT TO US THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT, YOU HEREBY INDEMNIFY AND RELEASE OSHI FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF OSHI PLATFORMS.

THIS AGREEMENT CONTAINS A{" "} MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 18 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

IF YOU DO NOT AGREE TO THIS AGREEMENT, IMMEDIATELY STOP USING ALL OSHI PLATFORMS AND DO NOT USE ANY SERVICE OR PURCHASE OR RECEIVE ANY PRODUCT, GOOD, OR SERVICE OFFERED THROUGH THE OSHI PLATFORMS.

PLEASE REVIEW THE FOLLOWING SECTIONS OF THIS AGREEMENT CAREFULLY: (A) LIMITATION OF LIABILITY IN SECTION 16, (B) INDEMNIFICATION IN SECTION 14, (C) ARBITRATION CLAUSE IN SECTION 18, AND (D) WARRANTY DISCLAIMER IN SECTION 15 BELOW.

1. Eligible Members

To become a Member, you must be a natural person, at least 18 years old and provide a verifiable email address and password in order for Oshi to create your Oshi Platform account (“Account”). Each individual person is limited to one Account.

Any and all information collected from you shall be subject to our Privacy Policy, a copy of which is located at: https://www.oshi.tech/privacy-policy and which is hereby incorporated by reference (the “Privacy Policy”).

2. Oshi Rewards

For each Eligible Transaction (as defined in Section 3.1), Oshi may grant you certain Rewards, in accordance with this Agreement.{" "} Eligibility to receive Rewards and the opportunity to receive Rewards are offered at the sole discretion of Oshi and subject to your compliance with this Agreement and any other applicable agreements. Oshi reserves the right to change, upgrade, or discontinue its Rewards offers and any Oshi Platform or any features related thereto, at any time, with or without notice. {" "} All rights not expressly granted under this Agreement are reserved by Oshi or its licensors.

3. Earning Rewards

3.1. Eligible Transactions. Oshi may make available, on the Oshi Platforms, vouchers, promotions, coupons, discounts, or other related offers (collectively, “Merchant Listings”) for services, goods, or products provided by third parties (“Merchants”) to individuals seeking such Merchant Listings (“Purchasers”), as well as references and links to Merchant Listings. The Merchants and Purchasers may be referred to individually as a “User” and collectively herein as “Users.” In order to qualify for Rewards, you must (i) have an Account; and (ii) one of the following events must occur in accordance with applicable terms and conditions (each, an “Eligible Transaction”): (a) you complete a purchase of a Merchant Listing providing for Rewards via an Oshi Platform; (b) a User whom you successfully referred to an Oshi Platform via a QR code, link, or other Oshi-enabled mechanism completes a purchase a Merchant Listing; or (c) a User whom you successfully referred to an Oshi Platform via a QR code, link, or other Oshi-enabled mechanism completes a sale of a Merchant Listing.

3.2 Rewards Adjustments. The Rewards are subject to adjustment (as further detailed in Section 7 below) in the result of returns, refunds, chargebacks, and/or other determinations that the Rewards do not comply with these Terms. All Rewards are deemed pending for a period of thirty days after the Eligible Transaction and cannot be accessed until after the pending period. Rewards are not guaranteed. Oshi may change the criteria for Eligible Transactions at any time and may, but is not obligated to, notify you of those changes via notifications on Oshi Platforms, email, text, and/or updates to this Agreement.

3.3. Valid Account to Withdraw. In order to withdraw Rewards, you must have a registered Account with a valid and verified email address and password. Anonymous accounts may be eligible to earn Rewards, but anonymous accounts cannot withdraw Rewards until it is linked with a valid and verified email account.

3.4. Rewards Unsecured. The Account is not a financial account and does not carry a balance in US dollars (“USD”), bitcoin, or in any other fiat or cryptocurrency on your behalf; it merely (1) records a general unsecured commercial obligation (the “Rewards”) to you by Oshi, as described herein, and (2) allows Oshi to coordinate your participation in the program. “Earn bitcoin” or “earning bitcoin”, “earning sats” or "earning rewards” and other similar terms used herein and in connection with the Oshi Platforms means the right to be paid accrued Rewards added to your Account by Oshi, subject to this Agreement, whether in USD or bitcoin terms, as currency (e.g. bitcoin, USD, etc.) payouts, voucher payouts, etc., as determined within Oshi’s sole discretion. It does not mean that the Rewards, or any funds whatever, are held on your behalf. Further, by agreeing to these terms, you represent that you understand that you do not have right, legal title, or a security interest in any particular assets of Oshi, and you understand and agree that the only remedies available to you for controversies arising from this Agreement or your use of Oshi Platforms generally are subject to this Agreement (e.g. Section 18).

3.5 Calculating Rewards. Each Eligible Transaction shall occur on an applicable transaction date, and Oshi shall calculate your eligible Reward amount on a per-Eligible Transaction basis using (i) the Bitcoin value on the applicable transaction date, and (ii) the applicable amount or percentage of the amount of your Eligible Transaction, which may or may not be communicated to you prior to the Eligible Transaction, and which may further vary from time to time or Eligible Transaction to Eligible Transaction, at Oshi’s sole discretion. Oshi calculates the Bitcoin value using the exchange rates provided by certain data feeds, as determined by Oshi in its sole discretion. All calculations and determinations, including the determination of Bitcoin value on any given transaction date and whether any particular transaction meets the requirements for a Eligible Transaction, shall be performed by Oshi at its sole discretion. You agree to release Oshi from, and Oshi hereby disclaims, any and all liability in connection with (a) incorrect information obtained from third-parties regarding the value of Bitcoin on any given date, or (b) any disputes over the value of Bitcoin on any given date.

3.6 No Consideration for Rewards. You hereby acknowledge and agree that any Rewards granted to you by Oshi in connection with an Eligible Transaction are given without consideration or payment of any kind from you. Oshi may make reasonable adjustments to any reward amounts, including adjustments to the balance in your Account, at any time without advance notice if in its reasonable judgment Oshi finds such adjustments are necessary.

3.7 Limitations. Your Account may not have an excess of ten thousand dollars ($10,000) of value (the “Account Limit”) or more on any day. The Account Limit includes Rewards marked pending and final. You will not receive Rewards for a Eligible Transaction if such Rewards would cause either (i) your Account balance to exceed the Account Limit, based on our calculation of the value of Bitcoin on that day, or (ii) the total of all your redemptions (as described in Section 8 below) executed that day plus your Account balance to exceed the Account Limit. The Account Limit shall not apply to any individual Eligible Transaction that itself exceeds the Account Limit. For example, if you win one bitcoin in an Eligible Transaction, and that bitcoin’s value is greater than $10,000, that bitcoin shall not apply towards your Account Limit. Additionally, you may not transfer any Rewards in your Account to other Members, or cause Rewards for a Eligible Transaction to be credited to another Member. Your Account, including any Rewards contained in it, may not be assigned or granted to, or inherited by, any other person or party.

4. Exclusions

Rewards are granted by Oshi exclude taxes, fees, discounts or credits, returns or cancellations, and chargebacks. Rewards may not be purchased. Oshi uses reasonable efforts to maintain a list of exclusions. The list of exclusions is subject to change without notice, and Oshi hereby disclaims any and all liability in connection with any incorrect information or failure to include information on the list of exclusions. If you receive Rewards and we later discover that you did not have an Eligible Transaction for those Rewards or that you manufactured spend through your own use or by permitting others to transact on your Account, you may forfeit future Rewards earnings, or we may apply future Rewards or any Rewards not yet redeemed until enough Rewards are accrued to cover it. The Rewards are designed for consumer spend only and may not be manipulated or converted into a commercial spend or financial transaction instrument. In addition, if you make a purchase and your Account is credited with Rewards, any later return, reversal, cancellation or dispute involving any part of the Eligible Transaction will result in your Rewards balance being reversed, debited or cancelled (in whole or part) to reflect that portion of the purchase which has been returned, reversed, cancelled or disputed and may cause your Rewards balance to go negative. We may also take any other action we deem appropriate.

5. Limited License

Subject to this Agreement, we hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) to access and use the Oshi Platforms for your personal use that may lead to Rewards. You agree that you obtain no rights other than the rights and licenses expressly granted in this Agreement.

6. Restrictions on Usage

You agree that you will not, and will not permit others to: (i) damage, interfere with or unreasonably overload the Oshi Platforms; (ii) introduce into the Oshi Platforms any code intended to disrupt the Platform or Rewards; (iii) alter or delete any information, data, text, links, images, software, chat, communications and other content available through the Oshi Platforms (collectively, “Content”); (iv) access the Oshi Platforms by expert system, electronic agent, “bot” or other automated means; (v) use scripts or disguised redirects to derive financial benefit from Oshi; (vi) modify, reverse engineer, reverse assemble, decompile, copy or otherwise derive the source code of any Oshi Platform for any reason; (vii) rent, sell, or sublicense any of the Oshi Platforms; (viii) provide any unauthorized third party with access to the Platform(s); (ix) access confidential Content through the Oshi Platforms; (x) interfere with the operation of the Platform(s) and/or provision of Rewards, including, but not limited to, distribution of unsolicited advertising or mail messages and propagation of computer worms and viruses; (xi) post any material in any form whatsoever on the Oshi Platforms that is defamatory, obscene, or otherwise unlawful or violates any third party’s right of privacy or publicity; (xii) infringe any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Oshi Platform(s); (xiii) engage in any activity that does not comply applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Program.

7. Account Maintenance and Updates

7.1 Account Adjustments. In our sole discretion, we may deduct reward credits from your Account in order to make adjustments for returns and cancellations with respect to Eligible Transactions. Any such adjustments, however, will be made in accordance with this Agreement, any applicable Oshi policies and terms, and any and all applicable laws, rules, and regulations. It is your responsibility to check your Account regularly to ensure that Rewards have been properly credited and redeemed and that your Account balance is accurate. If you believe that Rewards have not been correctly credited to your Account, you must contact Oshi Support within thirty (30) days of the Eligible Transaction.{" "} Should you disagree with any adjustments made to your Account or payments made to you, your sole remedy is to cease using the Oshi Platforms.

7.2 Misapplied Rewards. In the event we determine, in our sole discretion, that you have been credited rewards which were misapplied by us for any reason, we may deduct the misapplied rewards from your Account. If you have redeemed the misapplied rewards, you agree to promptly return to us the balance of the misapplied rewards, less $100, which you may keep. If you refuse to promptly return the misapplied redeemed rewards, you agree to reimburse us for all costs and reasonable attorneys’ fees associated with our recovery of the misapplied redeemed rewards.

7.3 Taxes. You may be taxed on your receipt of Rewards depending on the tax laws of federal, state, and local jurisdictions. You will be solely responsible for any and all tax liability arising out of the consideration received in connection with the Program.{" "} We may need to collect certain identifying information from you in order to fulfill our tax reporting obligations, and in the event you are unable or unwilling to provide such information, you may forfeit your Rewards.

7.4 Updating Your Account. You agree to keep your Account information current, complete, and accurate by periodically updating the information through the Oshi Platforms. You must be logged into Oshi and enter your password to change your Account information. You may check your Account status and recent Rewards history at any time via the Oshi Platforms. You will maintain the confidentiality of your Account information, including username and password by which you access the Oshi Platforms. Any use of your username or password will be deemed to be your use, and Oshi is entitled to act on instructions received under your password and is not responsible for any changes made to your Account or redemption of Rewards made by someone else who uses your password. If there is a breach of security through your Account, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your username and password is yours and has been authorized by you, and we will have no further obligation to investigate the propriety of such instruction.

7.5 Maintaining Your Active Account. An Active Account means you must have completed a purchase on a Oshi Platform in the last twelve (12) calendar months. If your Account becomes inactive, Oshi may also elect, at its sole discretion, to close your Account permanently and cease to maintain your Account records and Oshi Platform access. You hereby acknowledge and agree that by failing to maintain an Active Account you abandon any claim and forfeit all rights to the Rewards in your Account at that time and any associated gains or losses. Oshi shall not be liable to you for the value of any Rewards, or any gains or losses associated with the value of the Rewards in your Account, at the time your Account is closed for inactivity in accordance with this Section.

7.6 Fraudulent Activity. We reserve the right to investigate any purchase transactions, referral activity, or interaction with any Oshi Platform that we believe, in our sole discretion, is abusing or has abused Oshi or any Oshi Platform. We reserve the right to rescind any Rewards accrued by, bar further Rewards to, and/or terminate the membership of, any Member that we believe, in our sole discretion, is abusing or has abused Oshi or any Oshi Platform, including, but not limited to, by engaging in a pattern of returning products after the corresponding Bitcoin has been credited, or making fraudulent referrals and/or Eligible Transactions by creating multiple Accounts. Any failure to comply with this Agreement, any fraud or abuse relating to the accrual or receipt of Rewards, or any misrepresentation of any information furnished to Oshi by you or anyone acting on your behalf will result in the termination of your membership and forfeiture of your accrued Rewards. If Oshi has any reason to suspect fraudulent activity is associated with your Account, Oshi reserves the right to delay or withhold redemption of Rewards. Any suspected or actual cases of fraud activity will be escalated and reviewed at Oshi’s sole discretion and may result in civil or criminal penalties.

8. Assumption of Risk

8.1. Bitcoin Value. BITCOIN VALUES CAN FLUCTUATE SUBSTANTIALLY WHICH MAY RESULT IN A TOTAL LOSS OF THE VALUE OF YOUR REWARDS. OSHI DOES NOT OWN OR CONTROL ANY OF THE SOFTWARE PROTOCOLS THAT ARE USED IN CONNECTION WITH THE BITCOIN VALUATION. ACCORDINGLY, OSHI DISCLAIMS ALL LIABILITY RELATING TO ANY VALUATION FLUCTUATIONS IN THE REWARDS, AND MAKES NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH PROTOCOLS.

8.2 Protocol Forks. BY USING THE OSHI PLATFORMS, 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, AND/OR EVEN THE NAME OF THE BITCOIN TO WHICH THE REWARDS ARE PEGGED. 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 ADJUST YOUR REWARD BALANCE AS A RESULT OF THE FORKED PROTOCOL.

8.3 Risk of System Failure. YOU ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF THE REWARDS BEING ASSOCIATED WITH BITCOIN, AND ANY FAILURES THAT MIGHT ARISE AS A RESULT THEREOF, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS. THE NATURE OF BITCOIN MEANS THAT ANY TECHNOLOGICAL DIFFICULTIES EXPERIENCED BY OSHI MAY PREVENT OSHI FROM BEING ABLE TO SUCCESSFULLY REDEEM YOUR REWARDS FOR BITCOIN.

8.4 Market Disruption. You agree that we are not liable for any price fluctuations in Bitcoin. In the event of a market disruption, we may do one or more of the following: (a) suspend Rewards earning or redemptions; or (b) prevent you from completing any actions via the Oshi Platforms. We will not be liable for any losses suffered by you resulting from such actions. Following any such event, when the Oshi Platforms resume, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.

8.5 No Liability for Unauthorized Access. Our responsibility is limited to the exercise of ordinary diligence in giving access to redeemed Rewards upon request and in preventing access to your Rewards by unauthorized persons. We are not responsible for any unauthorized access or loss or harm an unauthorized access cause, unless caused only by our gross negligence or our willful misconduct.

8.6 Risks Inherent to Bitcoin. (a) Bitcoin transactions are irreversible, and, accordingly losses due to fraudulent or accidental transactions may not be recoverable and Oshi shall not be held liable for any fraudulent or accidental transactions; (b) Bitcoin is not legal tender and is not backed by a government or central bank and Oshi is not a bank. As such, there is no protection, such as deposit insurance, to cover any losses associated with Bitcoin; (c) legislative and regulatory changes or actions at the state, federal or international level may adversely affect the use, transfer, exchange, and value of Bitcoin—the Bitcoin public ledger blockchain is maintained by a vast unidentified private computer network spread around the world and choosing to participate in Bitcoin is at your own risk and understanding of this network; (d) Bitcoin is a target for fraud and the potential for fraud is especially likely when you engage in transactions with external Bitcoin addresses; (e) Bitcoin is a target for hackers and hacking can occur even when you use the strongest security settings and as such your Bitcoin may be irretrievably stolen; (f) your bank accounts are at increased risk of being hacked when linked to Bitcoin accounts; (g) some Bitcoin transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you have initiated the transaction; (h) 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; (i) there is no assurance that a person who accepts Bitcoin as payment today will continue to do so in the future; (j) the volatility and unpredictability of the price of Bitcoin relative to fiat currency may result in significant loss over a short period of time; and (k) Oshi is not obligated to hold any bond or trust account to cover any losses incurred by any Members; and (l) in the event that Oshi holds such bond or trust account, any bond or trust account held by Oshi may not be sufficient to cover all losses incurred by our customers.

9. Communications from Oshi

By signing up to be a Member, you agree to receive communications that are account and membership related (e.g., that you’ve received Rewards) as well as periodic shopping-related emails or app notifications that highlight special deals that are available to Oshi Members. We may communicate with you regarding your membership and/or Oshi Platforms by electronic communications or direct mail using information you provided during the registration process. Your consent to receive electronic communications includes any notices or other information that we may be required by law to provide you in writing or otherwise. You agree to keep us apprised of your current email address should the same change subsequent to the date you become a Member. We may also send you push notifications if you install the mobile application. You may opt out of receiving certain communications in accordance with our Privacy Policy.

10. Exports of Oshi Platforms

Oshi Platforms and their underlying information and technology may not be exported or re-exported into any country to which the U.S. has embargoed goods or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws. If you are a U.S. government end user, we are licensing the Oshi Platform(s) to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Oshi Platform(s) are the same as the rights we grant to all others under this Agreement.

11. Third-Party Platforms

Oshi uses a third-party, OpenNode, Inc. (“OpenNode”), to facilitate Eligible Transactions and the distribution of Rewards. By enrolling in or using any Oshi Platform, you acknowledge that you have read and understand OpenNode’s Terms and Conditions (found at https://www.opennode.com/terms-and-conditions/) and OpenNode’s Privacy Policy (found at https://www.opennode.com/privacy-policy/) and further agree to be bound by all terms found therein.

Additionally, when you access or use the Oshi Platforms, we may make available other services from one or more third parties (“Third-Party Platforms”). The Oshi Platforms may support Third Party Platforms, including without limitation Twitter, Facebook and/or Google, to make it easier for you to sign in or create your Oshi Account. Any use of Third Party Platforms to create and access your Oshi Account are subject to the terms and conditions and privacy policies of such third parties (“Third Party Terms”).

12. Acknowledgment of Community Standards

By having an Account with an Oshi Platform, you are becoming a Member of a community that depends on the goodwill and responsible behavior of each of our Members. Members are required to refrain from transmission or communication of images or text constituting ethnic slurs, obscenities, sexually explicit material, inflammatory or derogatory comments, or anything else that may be construed as harassing or offensive, which is targeted at the Oshi Platforms, our employees, contractors or agents, or other Members. This includes communications by means of social media or other Internet posts which violate the above community standards or promote or encourage gaming or fraudulent behavior. Members who violate this provision, as determined by us in our sole discretion, may have their access to the Oshi Platforms suspended or terminated without prior notice. For the avoidance of doubt, any Member whose access is so terminated forfeits all rights to any accrued Rewards in his or her Account

13. Ownership

All right, title, and interest in the Oshi Platforms and the Content belong to Oshi or its licensors. Additionally, Oshi shall maintain all right, title, and interest in “Oshi,” the Oshi logo, and any other marks, service marks, trademarks, or logos of Oshi (“Oshi Marks”), whether or not such marks are registered in the U.S. and/or other countries. The Oshi Marks may not be used in connection with any product or service that is not Oshi in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Oshi. You shall not by any means bid on any keywords with any search engine containing “Oshi” or anything substantially similar to “Oshi” or any other Oshi Mark including, but not limited to, oshi.tech, Oshi.tech, or Oshiapp.com. You shall not mention or use Oshi in any ad text, extensions or banner ads without the express written consent of Oshi. All other trademarks not owned by Oshi that are used in the Oshi Platforms are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Oshi.

14. Indemnification

You agree, at your sole expense, to defend, indemnify and hold us, our affiliates, our Merchants, payment processors, financial institutions, our service providers and consultants, and our and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (i) your use of the Oshi Platforms; (ii) your violation of this Agreement; or (iii) your violation of the rights of any third-party.

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

15. Warranty Disclaimer

THE CONTENT AND THE OSHI PLATFORMS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR VALIDITY OF THE CONTENT OR THE OSHI PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY PRODUCT SEARCH RESULTS, PRODUCT DESCRIPTIONS, PRODUCT AVAILABILITY, PRICING INFORMATION ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED IN CONNECTION WITH THE OSHI PLATFORMS. OSHI DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE OSHI PLATFORMS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, OSHI DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY MERCHANTS UTILIZING THE OSHI PLATFORMS.

16. Limitation on Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: OSHI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION TRANSMITTED VIA THE OSHI PLATFORMS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF SUCH INFORMATION), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) OSHI WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE OSHI PLATFORMS OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS: (B) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE OSHI PLATFORMS OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE OSHI PLATFORMS: AND (C) THE MAXIMUM AGGREGATE LIABILITY OF OSHI FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF: (1) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO OSHI TO USE THE OSHI PLATFORMS; AND (2) TEN U.S. DOLLARS ($10).

ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH OSHI AND THE AFFILIATED ENTITIES.

17. Termination or Suspension

This Agreement is effective when immediately upon your creation of an Account on an Oshi Platform and will remain in effect until you or we terminate your membership with Oshi or an Oshi Platform. We may terminate this Agreement and your use of or access to the Oshi Platforms at any time, for any reason or no reason. Any violation of this Agreement or the rules and conditions of the Oshi Platforms (including, but not limited to, the Oshi Terms of Service and/or Oshi Privacy Policy) may result in cancellation of your membership to Oshi Platforms, your Account and/or forfeiture of pending or prior Rewards. We may, in our sole discretion, at any time and without prior notice, discontinue, cancel, suspend, change or limit access to all or any part, functionality, feature, or other component of any Oshi Platform. You agree that Oshi will not be liable to you or to any third party for any modification, suspension, or termination of Oshi’s provision of Rewards to you or your access to any of the Oshi Platforms. If you are dissatisfied with any aspect of the Oshi Platforms at any time, your sole and exclusive remedy is to cease participating in the Oshi Platforms. Termination will not prejudice either your or our remedies at law or in equity.

18. Dispute Resolution & Arbitration

19. Assignment

Oshi may assign this Agreement and its rights or delegate its obligations under without your consent. You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void.

20. Severability

If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

21. No Waiver

Enforcement of this Agreement is solely in our discretion and our failure to enforce a provision in some instances does not constitute a waiver of our right to enforce such provision in other instances.

22. Entire Agreement; Conflicts

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral (including without limitation, earlier versions of this Agreement that may have been accepted by you). We reserve the right to modify this Agreement at any time. Your non-termination and continued participation in the or use of any Oshi Platform after modification of this Agreement will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof. In the event of a conflict between the terms of this Agreement and the terms of another agreement between you and Oshi, the terms of this Agreement shall govern unless otherwise specified herein or therein.

23. No Reliance

You acknowledge that you have read this Agreement, and that in entering into it, you are not acting or relying on any representations, warranties, agreements, or inducements other than those expressly made herein. It is agreed and acknowledged that you are acting fully and freely upon your own investigation and knowledge and that you voluntarily bind yourself by this Agreement of your own free will. In creating an Account and accepting this Agreement, you further acknowledge that you have had the opportunity to rely upon the advice of counsel of your own selection. Because you extensively reviewed this Agreement prior to your acceptance of it, this Agreement shall be interpreted without regard to the party who drafted the Agreement.

24. Contact Us

If you have a question or complaint regarding Rewards or the Oshi Platforms, please contact us by visiting https://www.oshi.tech

You may also email us at: satoshi@oshi.tech

You may also contact us by writing to: Oshi Attn: Customer Service 245 Lazy Creek Dr Georgetown, TX 78628

Please note that email communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.