Terms of Service

1. Introduction

Welcome to POSI.

These Terms of Service are entered into by and between you and Olamiposi, Inc., a Delaware corporation doing business as "POSI" ("POSI", "Company", "we", "us", or "our").

POSI is a cross-border healthcare payments and verification platform designed to connect Funders, Patients, and healthcare Providers by facilitating verified healthcare-related payments across jurisdictions.

By accessing or using the POSI website, platform, payment services, verification services, or related offerings (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Services.

Definitions

• "Funder" means any individual or entity that funds, pays for, or otherwise covers the cost of healthcare services provided to a Patient through the POSI platform.
• "Patient" means the individual receiving healthcare services.
• "Provider" means the licensed healthcare professional or institution delivering the services.

2. Important Platform Disclaimer

POSI acts solely as a facilitator connecting Funders, Patients, and Providers. POSI is not a Provider, hospital, doctor, insurer, or medical institution. POSI does not provide regulated financial services and does not hold or custody funds. POSI acts solely as a payment facilitation, verification, and platform coordination service.

Any verification performed by POSI is administrative and documentation-based only. Such verification may include review of invoices, Provider attestations, appointment confirmations, discharge documentation, or Patient and Funder confirmations for payment coordination purposes. POSI does not verify medical necessity, diagnosis, treatment appropriateness, clinical quality, healthcare outcomes, or medical decision-making.

Any healthcare services are provided exclusively by independent third-party Providers. POSI does not guarantee treatment outcomes, medical success, or healthcare results, and does not guarantee the availability of Providers or the completion of any healthcare services.

2.1 Pilot and Beta Services Disclaimer

The Services are currently offered as part of an early-stage pilot and beta programme. POSI may modify, suspend, limit, interrupt, or discontinue portions of the Services at any time as the platform evolves and operational, regulatory, or technical requirements change.

Users acknowledge that certain features, workflows, integrations, or processes may be experimental, partially automated, or subject to ongoing refinement during the pilot phase.

3. Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts to create an account and use the Services. You represent that all information provided is accurate and complete, that you are not subject to applicable sanctions restrictions, that your use complies with all applicable laws, and that funds used on the platform are lawful and compliant with Anti-Money Laundering (AML) requirements.

3.1 Patients under 18

A Patient receiving care coordinated through the Platform may be under 18. Where the Patient is a minor, a parent or legal guardian, or another adult with lawful authority to act on that Patient's behalf, must create and hold the account, accept these Terms, and provide any consent required for the processing of the minor's Health Information.

That adult represents and warrants that they hold such authority, and that they are entitled to share the minor's Health Information with POSI, the Provider, and the Funder for the purposes described in the Privacy Policy. POSI may request evidence of that authority and may suspend or decline access where it is not established.

A minor may not create an account in their own name.

POSI reserves the right to deny access, suspend accounts, or request verification at any time.

4. Account Registration

Users may be required to create an account and complete identity verification, including Know Your Customer (KYC) procedures. You agree to maintain accurate account information, protect login credentials, notify POSI of unauthorised access, and cooperate with compliance and verification requests. Failure to provide required information may result in suspension or termination.

By creating an account and using the Platform, you represent and warrant that the information you provide is true, accurate, complete, and up to date; you are the individual or authorised representative you claim to be; you have the legal authority and any necessary permissions to register for and use the Platform on behalf of yourself or any organisation or person you represent; you will use the Platform only for lawful purposes and in accordance with these Terms; and you will not engage in fraud, identity theft, impersonation, money laundering, or any other unlawful, deceptive, or abusive activity.

5. Payment Services and Fund Flow

All payments are processed through third-party payment providers. POSI does not hold or custody funds. Funds are handled by such payment providers and are transferred to Providers in accordance with payment instructions following confirmation of service completion. POSI acts solely as a technology platform facilitating coordination and payment instructions between independent parties.

Payments shall be considered earned and non-reversible once services have been completed and confirmed, subject only to the limited refund provisions set forth in applicable agreements.

POSI does not guarantee payment completion where legal, compliance, banking, or third-party provider issues prevent execution. POSI reserves the right to delay or withhold payment coordination where reasonably necessary for fraud prevention, sanctions review, compliance verification, dispute resolution, or legal obligations.

6. Fees and Charges

POSI may charge platform fees, transaction fees, and foreign exchange fees. Applicable fees will be disclosed before completion of transactions. Users are responsible for taxes, banking charges, intermediary fees, and local regulatory costs unless otherwise stated.

7. Refunds and Cancellations

Refunds are only available in limited circumstances, including non-delivery of services, verified duplicate or incorrect billing, fraud or material misrepresentation, or mutual agreement between the Funder and Provider. Clinical disputes, including dissatisfaction with medical outcomes or treatment decisions, must be resolved directly with the Provider.

Third-party payment processing costs already incurred on a transaction may not be recoverable. Where a refund arises from a cause other than POSI's own error, the amount refunded may be reduced by such non-recoverable costs. Any such reduction will be disclosed in figures before you confirm the cancellation.

POSI may review payment-related disputes on an administrative basis but does not determine medical appropriateness or liability. POSI reserves the right to withhold refunds where fraud, sanctions concerns, compliance obligations, or legal restrictions apply. Refund decisions may require Provider cooperation and payment partner approval.

8. Prohibited Activities

Users may not engage in fraud, misrepresentation, or deceptive conduct; use the platform for unlawful activity; violate AML, sanctions, or anti-corruption laws; attempt unauthorised access to systems; submit false medical or payment documentation; misuse healthcare provider relationships; or use the platform for unauthorised money transmission. Violation may result in immediate suspension, reporting to authorities, and legal action.

9. Compliance and Regulatory Rights

POSI reserves the right to conduct KYC and AML reviews, screen transactions for sanctions compliance, report suspicious activity where legally required, suspend or reject users, providers, or transactions, and request enhanced due diligence documentation. Users acknowledge that compliance obligations may override transaction timing expectations. POSI may suspend access to the Services immediately in cases of fraud, compliance concerns, or regulatory risk.

10. Intellectual Property

All platform content, software, payment architecture, verification systems, branding, trademarks, legal frameworks, and operational methodologies are the exclusive property of POSI or its licensors. Users may not copy, reproduce, reverse engineer, distribute, or commercially exploit the Services without written consent.

11. Fraud Prevention, User Verification and Platform Integrity

POSI is committed to maintaining a secure, transparent, and trustworthy platform for Patients, Providers, Funders, and other authorised users. To help protect all participants and preserve the integrity of the Services, POSI may implement reasonable verification, compliance, and fraud prevention measures before, during, and after use of the Platform. This may include identity verification, business or healthcare provider verification, document validation, payment verification, sanctions and compliance screening, monitoring for suspicious or fraudulent activity, and other reasonable checks designed to detect, prevent, or investigate fraud, abuse, misuse, or unlawful conduct.

Users agree to cooperate with any reasonable verification or compliance requests made by POSI. POSI reserves the right to suspend, restrict, or terminate access to the Platform, delay or decline transactions, or request additional information where fraud, misrepresentation, unlawful activity, or a violation of these Terms is reasonably suspected.

While POSI implements commercially reasonable measures to help prevent fraudulent activity, no verification process or security measure can eliminate all risk. Accordingly, POSI does not guarantee that the Platform will be free from fraud, unauthorised activity, or misuse by third parties.

12. Privacy and Data Protection

POSI collects and processes personal information necessary to provide its services, including facilitating communication between Funders, Patients, and Providers, and enabling payment processing through third-party payment providers. This may include basic personal information such as name and contact details and, where necessary, health-related information and evidence of care provided by users. By using POSI, you consent to the collection, use, and sharing of your information for these purposes.

POSI shares personal data only with relevant parties required to deliver the service, including Providers, Funders, payment processors, and financial institutions. POSI does not sell personal data to third parties.

As POSI operates internationally, personal data may be transferred across borders, including between the United States and Nigeria. POSI takes reasonable measures to ensure that such data is handled securely and in accordance with applicable data protection laws, and implements appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or misuse. Users are responsible for ensuring that any information they provide is accurate and that they have the right to share such information.

Full details of how POSI handles personal data, including what a Funder is able to see about the care they fund, are set out in the Privacy Policy, which forms part of these Terms.

13. Limitation of Liability

To the fullest extent permitted by applicable law, POSI and its affiliates, officers, employees, and agents shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or goodwill, arising out of or in connection with the use of POSI. POSI's total liability for any claims arising out of or related to the use of the Platform shall not exceed the total amount of fees paid to the Platform by the user in the twelve (12) months preceding the claim.

POSI acts solely as a facilitator and is not responsible for the provision of medical services, medical outcomes, or the acts or omissions of healthcare providers, Funders, or third-party service providers, including payment processors and financial institutions.

POSI shall not be liable for any delay, failure, or issues related to payments, including those arising from third-party providers such as payment processors or banks.

14. Indemnification

You agree to indemnify and hold harmless POSI, its founders, officers, employees, and affiliates from claims arising from your breach of these Terms, unlawful use of the platform, healthcare disputes involving your transaction, sanctions or AML violations, or false documentation or misrepresentation.

15. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Delaware, USA, unless mandatory consumer protection law requires otherwise. Disputes shall first be addressed through good-faith negotiation. If unresolved, disputes shall be resolved through Delaware courts or binding arbitration, if specified by separate agreement.

16. Changes to Terms

POSI may update these Terms from time to time. Material changes will be communicated through the platform or website, and you may be asked to review and accept the updated Terms before continuing to use the Services. Continued use of the Services constitutes acceptance of updated Terms.

17. Contact Information

Email: legal@posi.health. Contact person: Janina Lisboa-Müller, Chief Legal Officer, Olamiposi, Inc.

18. Acceptance

By creating an account and using the Services, you acknowledge that you have read, understood, and agree to these Terms of Service and to the Privacy Policy.