Terms of Service

1. Acceptance of Terms

By accessing or using the PoolCures website, applications, or any associated services (collectively, the "Platform"), you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and all other policies incorporated by reference. If you do not agree to these Terms, you must immediately cease use of the Platform.

"PoolCures," "we," "us," and "our" refer to PoolCures Inc., a Delaware corporation. "You" and "your" refer to you and the business entity on whose behalf you are acting.

2. Platform Description

PoolCures is a business-to-business (B2B) demand aggregation marketplace. The Platform enables buyers to post demand signals for products they wish to purchase in bulk, other buyers to join those demand pools, and sellers to compete by submitting bids.

PoolCures is a marketplace facilitator, not a seller. We are not a party to any transaction between buyers and sellers. We do not manufacture, store, ship, inspect, take title to, or take possession of any products listed on or sold through the Platform. We do not set prices, and we do not guarantee product quality, availability, legality, or fitness for any purpose.

The contractual relationship for any purchase is solely between the buyer and the seller. PoolCures's role is limited to providing the technology platform that facilitates the matching of aggregated buyer demand with seller supply.

3. Eligibility

The Platform is intended exclusively for business use. By registering, you represent and warrant that:

• You are at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is greater);
• You are acting on behalf of a duly organized and validly existing business entity (corporation, LLC, partnership, sole proprietorship, or equivalent);
• You have full authority to bind that business entity to these Terms;
• Your use of the Platform complies with all applicable federal, state, local, and international laws and regulations, including export controls and trade sanctions; and
• You have not previously been suspended or removed from the Platform.

4. Account Registration

To access certain features of the Platform, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information about yourself and your business;
• Maintain and promptly update your account information to keep it accurate and complete;
• Maintain the security and confidentiality of your login credentials and not share them with any third party;
• Immediately notify PoolCures of any unauthorized use of your account or any other security breach; and
• Maintain only one account per business entity unless expressly authorized in writing by PoolCures.

You are solely responsible for all activity that occurs under your account, whether or not you authorized such activity. PoolCures will not be liable for any loss or damage arising from your failure to safeguard your account credentials.

5. How Pools Work

The core mechanism of the Platform is the demand pool. Pools operate as follows:

5.1 Posting Demand

Buyers may create a pool by posting a demand signal indicating the product they wish to purchase, the desired quantity, and any other relevant specifications. Creating a pool does not obligate PoolCures or any seller to fulfill the demand.

5.2 Joining a Pool

Other buyers may join an existing pool by committing a quantity. When you join a pool, you save a payment method via Stripe (SetupIntent). No charge occurs at the time you join. Your payment method is authorized but not captured until the pool reaches its threshold and a seller bid is accepted.

5.3 Thresholds and Tiers

Each pool has a minimum threshold that must be met before the pool can proceed. Pools may also have tier-based pricing, where the per-unit price decreases as more buyers commit. The applicable tier price is determined at the time the pool threshold is met and a seller bid is accepted.

5.4 Payment Capture

When a pool reaches its threshold and a seller bid is accepted, your payment method is charged for your committed quantity at the final price plus applicable shipping. Payment is processed directly to the seller via Stripe Connect Direct Charges (see Section 6).

5.5 Pool Failure

If a pool does not reach its threshold before the window closes, or if no seller bid is accepted: your payment authorization is released, and you are not charged. No fees, penalties, or costs of any kind are assessed against you for a pool that does not reach its threshold.

5.6 Withdrawal

You may withdraw your commitment from a pool at any time before payment capture occurs. After payment is captured, withdrawal is no longer available, and any disputes are governed by our Dispute Policy.

5.7 Buyer-Specific Terms

Your use of the Platform as a buyer is additionally governed by the Buyer Terms of Service, which are incorporated herein by reference. The Buyer Terms address buyer-specific obligations including pool commitment requirements, payment authorization, goods inspection, tax obligations, and prohibited buyer conduct.

6. Payment Processing

6.1 Stripe Connect Direct Charges

All payments on the Platform are processed through Stripe Connect using the Direct Charges model. When you make a payment, your funds are charged directly to the seller's Stripe-connected account. PoolCures never takes custody of, holds, or has access to buyer funds at any time.

6.2 Payment Processor Status

PoolCures acts solely as a technology platform that facilitates communication between buyers and sellers and instructs Stripe, as the payment processor, to execute transactions. PoolCures does not engage in money transmission. Consistent with the payment processor exemption under 31 CFR 1010.100(ff)(5)(ii)(B), PoolCures facilitates the clearance and settlement of transactions between buyers and sellers through Stripe's regulated payment infrastructure, without PoolCures at any time holding, controlling, or having access to buyer or seller funds.

6.3 Platform Fee

During the current Early Access period, the PoolCures platform fee is 0%. We charge no transaction fees, listing fees, or other fees to either buyers or sellers during Early Access. We reserve the right to introduce a platform fee (anticipated to be approximately 5%) upon the conclusion of the Early Access period. Any fee changes will be communicated to all registered users with at least thirty (30) days' advance notice and will apply only to transactions initiated after the effective date of the change.

6.4 Tax Obligations

Sales tax, use tax, value-added tax (VAT), and other transaction taxes are the responsibility of the respective buyer and seller as outlined in the Buyer Terms and Seller Terms. PoolCures does not currently calculate, collect, or remit sales tax on behalf of buyers or sellers. Each party is responsible for determining and fulfilling their own tax obligations related to transactions on the Platform.

6.5 Third-Party Payment Terms

Your use of Stripe's payment services is subject to Stripe's own terms and conditions (stripe.com/legal). PoolCures is not responsible for errors, outages, or failures in Stripe's payment infrastructure.

7. Seller Obligations

If you use the Platform as a seller, you additionally agree to the Seller Terms of Service, which are incorporated herein by reference. In addition to complying with these Terms, sellers are solely responsible for:

• The accuracy of product listings, descriptions, images, and pricing;
• Fulfillment of all orders, including packaging, shipping, and delivery;
• Compliance with all applicable laws regarding the products they sell, including product safety, labeling, import/export regulations, and tax obligations;
• Handling returns, refunds, and product warranties; and
• Maintaining an active and properly configured Stripe Connect account.

8. User Content

"User Content" means any text, images, data, product descriptions, demand signals, bids, reviews, or other materials that you submit, post, or transmit through the Platform.

8.1 Ownership

You retain all ownership rights in your User Content. PoolCures does not claim ownership of any User Content you submit.

8.2 License Grant

By submitting User Content, you grant PoolCures a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use, display, reproduce, modify, distribute, and create derivative works of your User Content solely for the purpose of operating, promoting, and improving the Platform. This license survives termination of your account only to the extent necessary to complete pending transactions and comply with legal obligations.

8.3 Representations

You represent and warrant that you have all rights necessary to grant the foregoing license, that your User Content does not infringe any third party's intellectual property or other rights, and that your User Content complies with these Terms and all applicable laws.

9. Prohibited Activities

You agree not to engage in any of the following activities in connection with the Platform:

• Fraud or misrepresentation: providing false, misleading, or inaccurate information about yourself, your business, products, or demand;
• Illegal goods: listing, offering, or purchasing products that are illegal under applicable federal, state, local, or international law, including controlled substances, counterfeit goods, stolen property, and hazardous materials not in compliance with applicable regulations;
• Sanctions violations: engaging in transactions with individuals, entities, or countries subject to sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) or any other applicable sanctions authority;
• Market manipulation: creating fake pools, artificially inflating demand, shill bidding, or otherwise manipulating pool participation or pricing;
• Platform circumvention: contacting buyers or sellers outside the Platform to circumvent PoolCures for transactions originated on the Platform;
• Multiple accounts: creating or operating more than one account per business entity without express written authorization;
• System interference: attempting to disrupt, overload, or compromise the Platform's infrastructure, including through automated scraping, bots, denial-of-service attacks, or reverse engineering;
• Intellectual property infringement: listing or using content that infringes any patent, trademark, copyright, trade secret, or other proprietary right; and
• Other violations: any other activity that violates these Terms, applicable law, or the rights of others.

PoolCures reserves the right to investigate and take appropriate action against anyone who, in PoolCures's sole discretion, violates this Section, including suspending or terminating the offender's account and reporting them to law enforcement.

10. Disclaimer of Warranties

11. Limitation of Liability

12. Indemnification

You agree to indemnify, defend, and hold harmless the PoolCures Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of these Terms or any representation or warranty made herein;
• Your use of the Platform or participation in any pool or transaction;
• Any product claims, including but not limited to product liability, product defect, personal injury, or property damage claims related to products obtained through the Platform;
• Your failure to comply with applicable tax obligations, including sales tax, use tax, VAT, customs duties, and any other taxes or governmental charges arising from transactions facilitated through the Platform;
• Any claim that your User Content infringes or misappropriates a third party's intellectual property or other proprietary rights;
• Disputes between you and any other user of the Platform, including but not limited to buyer-seller disputes regarding product quality, fulfillment, or payment; and
• Your violation of any applicable law, rule, or regulation.

PoolCures reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with PoolCures's defense of such claims.

13. Dispute Resolution

13.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact PoolCures at support@poolcures.com and attempt to resolve the dispute informally for at least thirty (30) days. Most disputes can be resolved without formal proceedings.

13.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or relating to these Terms or the Platform, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware, or, at your election, via videoconference. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

13.3 Class Action Waiver

YOU AND POOLCURES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding. This waiver is enforceable pursuant to the Federal Arbitration Act, 9 U.S.C. § § 1-16, and consistent with Epic Systems Corp. v. Lewis, 584 U.S. 497 (2018), which affirmed that class action waivers in arbitration agreements are enforceable under the FAA.

13.4 Small Claims Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the jurisdictional limits of such court.

13.5 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to support@poolcures.com within thirty (30) days of first accepting these Terms. Your notice must include your name, business name, account email address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, you and PoolCures agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

14. Governing Law

These Terms and any disputes arising out of or related to them or the Platform shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of law principles. To the extent that litigation is permissible (including where a user has validly opted out of arbitration), you consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

15. Modifications to Terms

PoolCures reserves the right to modify these Terms at any time. For material changes, we will provide at least thirty (30) days' advance notice via email to the address associated with your account and/or by posting a prominent notice on the Platform. Non-material changes (such as typographical corrections or clarifications) may take effect immediately upon posting.

Your continued use of the Platform after the effective date of any modified Terms constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must stop using the Platform before the effective date and close your account.

16. Termination

16.1 Termination by You

You may close your account at any time by contacting us at support@poolcures.com. Closing your account does not relieve you of any obligations incurred before the date of termination, including obligations related to pending pools or transactions.

16.2 Termination by PoolCures

PoolCures may, in its sole discretion and without prior notice, suspend or terminate your account and access to the Platform for any reason, including but not limited to: (a) breach of these Terms; (b) fraudulent, abusive, or illegal activity; (c) extended periods of inactivity; or (d) upon request by law enforcement or other government agencies.

16.3 Surviving Obligations

The following provisions shall survive termination of these Terms or your account: Sections 6 (Payment Processing), 8.2 (License Grant), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Dispute Resolution), 14 (Governing Law), and this Section 16.3.

17. Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

18. Entire Agreement

These Terms, together with the Privacy Policy, Buyer Terms, Seller Terms, Dispute Policy, and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and PoolCures regarding your use of the Platform. These Terms supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and PoolCures with respect to the subject matter hereof. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

19. Contact

If you have any questions about these Terms of Service, please contact us: