G-WALLET CORP

CLIENT​​ ACCOUNT​​ AGREEMENT​​ (NON-INSTITUTIONAL)

Last updated: June 24, 2019

 

You (“Client”) agree and understand that by clicking to agree below, you are agreeing to enter into this​​ G-Wallet Client Account Agreement (“Agreement”)​​ by and between you and​​ G-Wallet Corp (“G‑Co”), a Delaware corporation.

 

  • Definitions. Unless otherwise defined throughout this Agreement, the terms below have the following meanings:​​ 

    • Client Assets” means Physical Gold and corresponding Digital Gold held in Client’s Account (defined in Section 4(a)).

    • External Account” means any external financial account or other digital currency account, maintained by a third party outside of Client’s Account.

    • Fees” means (i) any commission or other fees charged by G‑Co to Client and (ii) Vault Service Fees charged by G‑Mint to Client, as further described in the​​ FAQs on the website www.gcoin.com.​​ Fee Schedule.

    • Digital Gold” means an electronic document of title to Physical Gold, denominated in one-gram tokens that are divisible down to eight decimal points.

    • G‑Mint” means G‑Mint Sàrl.

    • Network” means the distributed ledger network on which Transactions are effected and recorded.

    • Personal Data” means any information relating to an identified or​​ identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

    • Responsible Gold Standard” means G‑Co’s standards for responsible sourcing and processing of physical gold.

    • Transaction” means Peer-to-Peer Transfers (defined in Section 5(a)) and Client Account Transfers (defined in Section 5(b)).

    • Physical Gold” means physical gold, evidenced by Digital Gold, with a purity of 99.99% that meets the Responsible Gold Standard.

    • Verification Procedures” means the identity verification process, including verification of the eligibility requirements, that may be performed by or on behalf of G‑Co and G‑Mint. Verification Procedures may include, without limitation, know-your-customer, sanctions and anti-money laundering screening.

  • Digital Gold Account Services.​​ 

    • Services. The services provided to Client by G‑Co (“Services”) include, without limitation: (i) access to and use of a digital wallet​​ that allows Client to store, track, and transfer Digital Gold​​ (G‑Coin Wallet”); (ii) access to and use of the Network; and (iii) a dashboard that allows Client to manage their Digital Gold holdings.​​ 

    • License Grant. G‑Co grants Client a limited, nonexclusive, nontransferable license, subject to the terms and conditions of this Agreement, to access and use the Services and related website, content, materials, information (collectively, the “Content”) solely for approved​​ purposes as permitted herein. Any other use of the Services or Content is expressly prohibited and all other right, title, and interest in the Services or Content is exclusively the property of G‑Co and its licensors. Client agrees it will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transaction or sale of, create derivative works from, or in any other way exploit any of the Services or Content, in whole or in part. “gcoin.io”, “gcoin.com”, “G‑Coin”, “Responsible Gold”, “G-Wallet” and all logos related to the Services or displayed on the Site are registered trademarks or are otherwise protected intellectual property of G‑Co or​​ its licensors. Client may not copy, imitate, or use them without G‑Co’s prior written consent.

    • Prohibited Use. With respect to Client’s use of the Services, and its interactions with other users and third parties, Client acknowledges and agrees that it will not engage in any Prohibited Business or Prohibited Use set forth in​​ Appendix 1​​ (each a “Prohibited Use”). G‑Co reserves the right to monitor, review, retain, and disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process, or governmental request.​​ 

    • Unacceptable Use or Conduct. In addition to the Prohibited Uses, Client must not use the Site and Services in any of the following ways (collectively, “Unacceptable Use or Conduct”). Client must not:

      • introduce to the Content or Services any malware, virus, trojan worms, logic bombs, or other harmful material whatsoever;

      • develop any third-party applications that interact with our Content or Services without our prior written consent, or unless otherwise agreed; or

      • encourage or induce any third party to engage in any of the activities prohibited under this Section.

    • Risk Disclosures.​​ 

      • Gold is a volatile asset and, as such, the value of Physical and Digital Gold may appreciate, depreciate, or remain the same depending on a variety of factors. ​​ The risk of loss in trading or holding Digital Gold or Physical Gold can be substantial. Client alone is responsible for evaluating and researching the risks and rewards associated with purchasing Digital Gold and Physical Gold before making a purchase.

      • The Content provided on the website is for​​ informational purposes only. It should not be considered legal or financial advice. Client​​ should consult with an attorney or other professional to determine what may be best for its needs.​​ 

      • G‑Co does not make any guarantee or other promise as to any results that may be obtained from using the Service. No one should make any investment decision without first consulting his or her own financial advisor and conducting his or her own research and due diligence.​​ 

      • Content contained on or made available through​​ the website is not intended to and does not constitute legal advice or investment advice and no attorney-client relationship is formed.​​ 

      • G-Co is not obligated to purchase Digital Gold or Physical Gold from Client or sell Digital Gold or Physical Gold to Client and does not guarantee the existence of a market or a buyer or seller for Client’s Physical Gold or Digital Gold. ​​ 

      • G-Co does not provide tax, investment, or legal advice or advisory services, and no one associated with G-Co ​​ is authorized to provide​​ any such advice or services.

  • Account.

    • Account Registration. To use any of the Services, Client will need to first register for a G‑Co Account (“Account”). To register for an Account, Client must: (i) provide complete and accurate information as requested by G-Co from time to time; (ii) meet the Eligibility Requirements (defined below); and (iii) successfully complete the Identity Verification Procedures.

    • Eligibility Requirements. Client represents and warrants that it meets the following requirements (collectively, “Eligibility Requirements”): (i) it has not previously been suspended or removed from using our Services; (ii) it has full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which it is a party; (iii) it is not located in, under the​​ control of, or a national of any Restricted Location (defined below) or any country to which the United States has embargoed goods or services; (iv) it will not use our Services if any applicable laws in the country of its incorporation or operation prohibits it from doing so in accordance with this Agreement; and (v) it is not subject to any sanction, regulation, statute, official embargo measures or any “specially designated nationals” or “blocked persons” lists, or any equivalent lists maintained and imposed by the relevant bodies and organizations of the United States, United Nations, the European Union, the United Kingdom, Switzerland or any other jurisdiction applicable to Client or this Agreement. ​​ G‑Co may not make all the Services available in all markets and jurisdictions, and may restrict or prohibit use of all or a portion of the Services, at its sole discretion, from certain states, territories, or jurisdictions (each, a “Restricted Location”).

    • Identity Verification. To register for an Account, Client will be required to provide G‑Co with additional information to verify Client’s identity (e.g., name, address, past addresses, date of birth, driver’s license, passport) and protect against fraud, including to query identity information contained in public reports, to query account information associated with Client’s linked External Account (e.g., name or account balance) (“Identity Verification Process”). Client hereby authorizes G‑Co, directly or through third parties, to perform the Identity Verification Process, to make any requests it considers necessary and to take actions it reasonably deems necessary based on the results of the Identity Verification Process. Client further authorizes all third parties to which such requests may be directed to fully respond to such requests.

    • Password Security; Contact Information. Client is responsible for protecting its Account and maintaining adequate security and control of all IDs, passwords, hints, personal identification numbers (PINs), API keys, or any other codes that it uses to access the Services, and Client will not share Account credentials with third parties. Any loss or compromise of the foregoing information or any​​ personal information may result in unauthorized access to Client’s Account, and any associated External Accounts, by third parties and the loss or theft of any Client Assets.​​ Client is responsible for providing accurate and complete Account information and for keeping its email addresses and telephone numbers up to date in its Account profile to receive any notices or alerts that G‑Co may send Client. G‑Co assumes no responsibility for any loss that Client may sustain due to compromise of Account credentials due to no fault of G‑Co or failure to follow or act on any notices or alerts that G‑Co may send to Client. In the event Client believes its Account information has been compromised, contact G‑Co customer support immediately at 1-877-959-7027 or email us on​​ support@gcoin.com. ​​ Client acknowledges and agrees that certain services related to credential management for Client’s Account with G-Co are provided by Wheeler LLC (doing business as “SecondFactor”). ​​ For such services, Client agrees to SecondFactor’s Terms of Use, available at​​ https://www.secondfactor.io/terms.​​ 

    • Third-Party Applications. If Client grants permission to a third party to access or connect to Client’s Account, either through the third party’s product or service or through the Services, Client is fully responsible for all acts or omissions of that third party with respect to Client’s Account, including all Transactions. Client acknowledges and agrees that it will not hold G‑Co responsible for, and will indemnify G‑Co from, any liability arising out of or related to any act or omission of any third party with access to Client’s Account. Client may change or remove third-party Account permissions by contacting customer support at​​ info@gcoin.com.

    • Client Responsibility; Discretionary Authority.​​ Client is solely responsible for all Transactions for Client’s own account. Any reliance by Client upon recommendations or suggestions by a G‑Co representative or upon any written material in making a decision to enter into a transaction does not relieve Client of Client’s responsibility for that Transaction and its outcome.​​ 

    • Fee Authorization. ​​ Client authorizes G-Co to transfer Digital Gold from Client’s Account to G-Mint solely in the amount of and for the purpose of paying fees or sums that become due or payable to G-Mint in connection with the​​ storage of Client’s Physical Gold.

  • Physical Gold.​​ When Client receives Digital Gold in its Account, Client will become the bearer of an electronic document of title to the Physical Gold. ​​ G-Mint is the bailee of the Physical Gold. ​​ Client acknowledges that​​ the terms of such electronic document of title and the basis on which the Physical Gold is vaulted are contained in the separate​​ Vault Services Agreement​​ between the Client and G-Mint and G‑Co is not responsible for the provision of any Vault Services as defined therein.

  • Digital Gold Transactions. The Services allow Client to transfer Digital Gold in two ways:​​ 

    • Peer-to-Peer Transfers.​​ If Client has Digital Gold in its Account, Client can send it to other​​ G‑Coin Wallets through the Service. Likewise, if Client has an Account, other G‑Coin Wallets can transfer Digital Gold to Client’s through the Service. G‑Co does not charge a fee for transferring Digital Gold.

    • Exclusive Means of Transfer. Client agrees that the Network is the exclusive means for transferring ownership and control over Digital Gold, and that G-Co has no obligations with respect to Digital Gold other than the person who controls the Account in which such Digital Gold is held. Any attempt to transfer Digital Gold outside of the Network shall not be binding on or effective against G‑Co or G‑Mint.

  • Transaction Processing.

    • Processing. G‑Co processes supported Transactions according to the instructions received from Client. Client should verify all Transaction information prior to submitting instructions to G‑Co. G‑Co reserves the right to refuse to process or to cancel any pending Transaction as required by law or in response to a​​ subpoena, court order, or other binding government order, or to enforce a Transaction. G‑Co may not be able to reverse a Transaction that has been broadcast to the Network.​​ 

    • Pending Transfers. Once submitted to​​ the Network, a Transaction may be unconfirmed for some time, pending sufficient confirmation of the Transaction by the Network. A Transaction is not complete while it is in a pending state. Funds associated with Transactions that are in a pending state will be designated accordingly, and will not be included in Client’s Account balance or be available to conduct Transactions or any other transactions.

    • No Reversals or Cancellations. Client cannot cancel, reverse, or change any Transaction marked as complete​​ or pending.​​ 

    • Conditions, Restrictions, and Limits. G‑Co may, at any time and in its sole discretion, refuse any Transaction request or other request submitted via the Services, or impose other conditions or restrictions upon Client’s use of the Services, without prior notice. For example, G‑Co may: (i) limit the number of Transactions that Client can initiate via the Services; (ii) restrict Transaction requests from certain locations; or (iii) restrict withdrawals or other activities on the Services if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, in compliance with applicable laws or if G‑Co receives reasonable notice that Client’s ownership of any of the Digital Gold in Client’s Account is in dispute. If Client wishes to raise the Transaction limits G‑Co imposes on Client’s use of the Services, Client may submit a request to customer support.​​ 

    • Digital Gold Storage and Transmission Delays. The G‑Coin Wallet services are available only on the Network. G‑Co and its service provider(s) securely store private key information required to initiate Transactions on behalf of users that opt for G-Co to manage this information using a combination of online and offline storage. As a result, it may be necessary for G‑Co to retrieve certain​​ information from offline storage to facilitate a Transaction in accordance with Client’s instructions, which may delay the initiation or crediting of such Transaction. Client acknowledges and agrees that a Transaction facilitated by G‑Co may be delayed.

    • Third-Party Transactions. G‑Co has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services that Client may purchase or sell to or from a third party (including other users of Services). If Client experiences a problem with any goods or services purchased from, or sold to, a third party in connection with using the Services, or if Client has a dispute with such third party, Client must resolve the dispute directly with that third party.​​ 

    • Payment Services Processors. G‑Co may use a third-party payment processor to process any Transaction involving legal tender between Client and G‑Co. G‑Co is not directly supported, endorsed, or certified by any such payment service processors, and G‑Co and such Payment Service Partners make no warranties or claims about the other.

    • Corporate Account Disclosure. G‑Co and its affiliates may transact through their own accounts through the Services (“G‑Co Corporate Accounts”), for purposes including but not limited to inventory management for retail sales of Physical Gold and to effect purchases and sales of Digital Gold or Physical Gold by Responsible Gold Trading DMCC and its affiliates. To the extent that a G‑Co Corporate Account transacts through the Services, the G‑Co Corporate Account (i) will not have any special priority and will be subject to the same price-time priority as other users, (ii) will trade only based on market data available to all other traders, and (iii) will not access any non-public data of other clients.

    • Property Disputes. If G‑Co receives notice that any Assets held in Client’s Account are alleged to have been stolen or otherwise are not lawfully possessed by Client, G‑Co may, but has no obligation to, place an administrative hold on the​​ affected Assets or Client’s Account. If G‑Co does place an administrative hold on some or all of Client’s Assets, G‑Co may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to G‑Co has been provided to G‑Co. G‑Co will not involve itself in any such dispute or the resolution thereof. Client agrees that G‑Co will have no liability or responsibility for any such hold, or for Client’s inability to redeem such Assets or execute Transactions during the period of any such hold.

  • Fees. Client agrees to pay G‑Co and its affiliates the Fees set forth in the Fee Schedule. G‑Co and its affiliates may periodically update the Fee Schedule at their discretion. G-Co shall provide Client with notice by email of changes to the Fee Schedule [five] business days before such changes become effective. The updated Fee Schedule will apply prospectively to any Transactions that take place following the effective date of such updated Fee Schedule. Client authorizes G‑Co and​​ its affiliates to transfer Digital Gold from Client’s G-Wallet to a G‑Co Corporate Account for any applicable fees owed by Client under this Agreement.

  • Compliance with Law; Taxes. Client is responsible for complying with all applicable laws related to its​​ activities and other use of the Services, including without limitation any reporting obligations and payment of all applicable taxes. G‑Co does not deduct any amount for taxes for Client when Client enters into a Transaction, and Client is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to any such Transaction. All amounts set out, or expressed to be payable hereunder by Client to G‑Co shall be deemed to be exclusive of any VAT. If VAT is chargeable, Client shall pay to G‑Co an amount equal to such VAT.

  • Suspension, Termination, and Cancellation.​​ 

    • In General. G‑Co may: (i) suspend, restrict, or terminate Client’s access to any or all Services, or (ii) deactivate Client’s Account if: (1) G‑Co is so required by a​​ subpoena, court order, or binding order of a government authority; (2) G‑Co reasonably suspects Client of using its Account in connection with a Prohibited Use or Business as set forth in​​ Appendix 1; (3) use of Client’s Account is subject to any pending litigation, investigation, or government proceeding or G‑Co perceives a heightened risk of legal or regulatory non-compliance associated with Client Account activity; (4) G‑Co’s service partners​​ are unable to support Client’s use; or (5) Client takes any action that G‑Co deems as Unacceptable Use or Conduct. Client authorizes G‑Co to cancel or suspend any pending Transactions at the time of such suspension or termination of Services or deactivation of Client’s Account.

    • Notice to Client.​​ If G‑Co suspends or terminates Client’s use of Services for any reason, G‑Co will provide Client with notice of its actions unless a court order or other legal process prohibits G‑Co from providing Client with such​​ notice. Client acknowledges that G‑Co’s decision to take certain actions, including limiting access to, suspending, or closing Client’s Account, may be based on confidential criteria that are essential to G‑Co’s risk management and security protocols.​​ 

    • Liquidation of Account.​​ Client must transfer or redeem all Client Assets within 90 days after Account deactivation or such other date on which such transfer or redemption is no longer (1) prohibited under the law, including but not limited to applicable sanctions programs, (2) prohibited by a subpoena or court order, or (3) prohibited by any limitations imposed on G‑Co by our service partners. If Client fails to complete such transfers or redemptions by such date, G‑Co may, in its discretion and at Client’s expense, purchase any Digital Gold remaining in the Account or redeem such Digital Gold and send the purchase or redemption proceeds, as the case may be, as directed by Client or, in the absence of such direction, to Client’s last known address.

    • Termination​​ by Client. Client may cancel its Account at any time by withdrawing all balances and contacting customer support at​​ support@gcoin.com. Client will​​ not be charged for canceling its Account, although Client will be​​ required to pay any outstanding Fees owed to G‑Co.

    • Certain Events. In the event G‑Co or G‑Mint is dissolved or adjudged bankrupt or insolvent, or a trustee, receiver or conservator of G‑Co, G‑Mint or their property is appointed, or an application for any of the foregoing is filed, or the Services cease to be available on an ongoing basis (“Cessation of Service”), G‑Co will use commercially reasonable efforts to notify Client promptly that a Cessation of Service is likely to occur or has occurred. Following​​ a Cessation of Service, G‑Co will arrange in a commercially reasonable manner for an orderly wind-down of the Services, which may include, at G‑Co’s sole discretion, the purchase or redemption by G‑Co or a designated representative of all Digital Gold held​​ in Client’s Account. G‑Co or its representative will send, at Client’s expense, any purchase or redemption proceeds, as the case may be, as directed by Client or, in the absence of such direction, to Client’s last known address.

  • Customer Support and Feedback

    • Customer Support. G‑Co will provide Client with support to resolve issues relating to Client’s Account and its use of the Services. This support includes resources and documentation (“Support Documentation”) that G‑Co makes available to Client on the G‑Co website as well as account executives and support personnel to answer Client’s inquiries. If Client has questions, it should review the Support Documentation and contact a G‑Co representative to resolve its questions.​​ 

    • Feedback. Client agrees that any​​ feedback or ideas it provides to G‑Co regarding the Content or the Service or any suggested improvements thereto (collectively, “Feedback”) will be the exclusive property of G‑Co. To the extent Client owns any rights in Feedback, Client hereby assigns to G‑Co all right, title and interest in and​​ to Feedback. Client agrees to perform all acts reasonably requested by G‑Co to perfect and enforce such rights.​​ 

  • Ownership; User Content and Third-Party Content.

    • Ownership. The Content and Services and all​​ technology, content and other materials used, displayed or provided in connection therewith, together with all intellectual property rights in any of the foregoing are, as between Client and G‑Co, owned by G‑Co.

    • User Content. Client hereby grants to G‑Co a​​ royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content Client provides to G‑Co using the Services or submit or post to the G‑Co website and that is not Feedback owned by G‑Co or Personal Data of Client (the “Client Content”). Client represents and warrants that:​​ (i) it owns the Client Content or has the right to grant the rights and licenses in this Agreement, and (ii) the Client Content and use by G‑Co of the Client Content as licensed herein does not and will not violate, misappropriate or infringe on the rights​​ of any third party. G‑Co may remove any Client Content from the G‑Co website for any reason at G‑Co’s discretion.

    • Third-Party Content. In using the G‑Co website, Content or Services, Client may view content provided by third parties (“Third-Party Content). G‑Co does not control, endorse, or adopt any Third-Party Content and is not responsible for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, Client’s business dealings or correspondence with such third parties are solely between Client and the third parties. G‑Co is not responsible or liable for any loss or damage of any sort incurred as the result of​​ any such dealings, and Client understands that its use of Third-Party Content, and Client’s interactions with third parties, is at Client’s own risk.

  • Indemnification; Disclaimer and Limitation of Liability.

    • Indemnification. Client agrees to indemnify and hold harmless G‑Co, its affiliates, licensors and service providers, and each of their respective officers, directors, agents, joint venturers, employees, and representatives, from and against all claims, damages, costs, and expenses (including attorneys’ fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or related to: (i) Client’s access to or use of the G‑Co website, Content or Services in violation of the terms of this Agreement; (ii) any Feedback; (iii) Client’s breach of this​​ Agreement, inclusive of all terms incorporated by reference, or (iv) Client’s violation of any law, rule, or regulation, or the rights of any third party.

    • No Warranty.​​ The G‑Co website, Content and Services are provided on an “as is” and “as available” basis without any representation or warranty, whether express, implied, or statutory. To the maximum extent permitted by applicable law, G‑Co expressly disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. G‑Co does not make any representations or warranties that access to the G‑Co website, Content or any part of the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, accurate, complete, reliable, current,​​ or error-free, or will meet Client’s requirements, or that defects in the G‑Co website, Content or Services will be corrected. The disclaimer of implied warranties contained herein may not apply if and to the extent it is prohibited by applicable law.

    • Client acknowledges that its Account data may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, viruses or other harmful materials, protocol changes,​​ forks, Internet outages, node outages or failures, force majeure event or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside G‑Co’s control. Client is solely responsible for backing up and maintaining duplicate copies of any information it stores​​ or transfers through the Services.

    • Computer Viruses. G‑Co is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect Client’s computers or other equipment, or any​​ phishing, spoofing, or other attack. G‑Co advises the regular use of a reputable and readily available virus screening and prevention software. Client should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks, and Client should use care in reviewing messages purporting to originate from G‑Co. Authorized Persons should always log into Client’s Account through the Services to review any Transactions or required actions if Client has any uncertainty regarding the authenticity of any communication or notice.

    • Site Accuracy. Although G‑Co intends to provide accurate and timely information via its website, Content and Services, the website, Content and Services may not always be accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide Client with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding G‑Co’s policies, products, website, Content and Services. Accordingly, Client should verify all information before relying on it, and all decisions based on information contained in the website, Content or Services are Client’s sole responsibility and​​ Client is not liable for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by G‑Co.​​ To the maximum extent permitted by law, G‑Co disclaims all liability in the event any Content, commentary,​​ analysis, opinions, advice or recommendations prove to be inaccurate, incomplete or unreliable, or result in any investment or other losses. Client’s use of the Content or third-party materials linked from the Internet is at its own risk.

    • Client Transactions.​​ Client acknowledges and agrees that (i) no fiduciary relationship exists between G-Co and Client, (ii) the decision to purchase or sell Digital Gold and Physical Gold, and when to purchase or sell the same, are the Client’s​​ decision alone, and (iii) purchases or sales are made subject to Client’s own prudence and judgment. ​​ Client further acknowledges that the gold market can be volatile and that Digital Gold and Physical Gold prices may rise or fall over time.

    • Limitation of​​ Liability.​​ To the fullest extent permitted by applicable law, in no event will G‑Co, its affiliates, service providers, or any of their respective officers, directors, agents, joint venturers, employees, or representatives be liable for: (i) any loss of revenue, income, or profits, or for loss of use of data, or for any special, incidental, indirect, intangible, or consequential damages, arising out of or in any way related to authorized or unauthorized use of the Site, Content or Services or otherwise related to this Agreement, regardless of the form of action, whether based in contract, tort, negligence, strict liability, or otherwise (even if G‑Co has been advised of the possibility of such damages and regardless of whether such damages were or should have been foreseeable); or (ii) in no event will the aggregate liability of G‑Co exceed the value of the Client Assets maintained in Client’s Account as of the date in which the liability first arose. The limitations set forth herein will not limit or exclude liability for gross negligence, fraud, or intentional misconduct of G‑Co.

    • Release.​​ To the fullest extent permitted by applicable law, Client releases G‑Co and the other G‑Co Parties from responsibility, liability, claims,​​ demands or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If Client is a California entity, Client hereby​​ waives its rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her​​ must have materially affected his or her settlement with the debtor.”​​ 

  • Dispute Resolution; Binding Arbitration

    • Arbitration of Disputes. Except for disputes in which Client or G‑Co seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, Client and G‑Co waive their rights to a jury trial and to have any dispute arising out of or related to this Agreement or the Services resolved in court. Instead, for any dispute or claim relating to this Agreement or the Services, each party agrees to first contact the other party and attempt to resolve the claim informally by sending a written notice of the claim (“Notice”) to the other party by email or by certified mail addressed to G-Wallet Corp Legal Department, 109 N. Post Oak Lane, Suite 435, Houston, TX 77024. The Notice must (i) describe the nature and basis of the claim; and (ii) set forth the specific relief sought. If the parties cannot reach an agreement to resolve the claim within 30 days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, New York, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”).​​ 

    • The parties agree that this Agreement affects interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.​​ 

    • The arbitrator, G‑Co, and Client will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute therein. The arbitrator will have the​​ authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

    • The parties agree​​ that for any arbitration that a party initiates, the initiating party will pay all JAMS fees and costs. The parties agree that the state or federal courts of the State of New York and the United States sitting in New York, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.​​ 

    • Any claim arising out of or related to this Agreement or the Services must be filed within one year after such claim arose.​​ 

    • If any portion of this Section 15 is found to be unenforceable​​ or unlawful for any reason, (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated​​ in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.​​ 

  • Governing Law and Venue.​​ Any dispute​​ arising from this Agreement and Client’s use of the Services will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in New York, New York.

  • General Provisions.

    • Electronic Notices. Client consents to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively,​​ Communications”) that G‑Co provides in connection with this Agreement, Client’s Account or any Services. Client agrees that G‑Co may provide these Communications to Client by posting them on the G‑Co website or through the Services, by emailing them to Client at the email address it provides.

    • Relationship of the Parties. G‑Co is an independent contractor for all purposes. Nothing in this Agreement will be deemed or is intended to be deemed, nor will it cause, Client and G‑Co to be treated as partners, joint ventures, or otherwise​​ as joint associates for profit, or either Client or G‑Co to be treated as the agent of the other.

    • Entire Agreement. This Agreement, including its Appendices and all other documents referenced herein, comprise the entire understanding and agreement between​​ the parties as to the subject matter hereof, and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Agreement), between and among the parties. Section headings in this Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this Agreement.

    • Assignment. Client may not assign any rights or licenses granted under this Agreement. G‑Co reserves the right to assign its rights​​ without restriction, including without limitation to any G‑Co affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof is null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

    • Severability. If any provision of this Agreement is determined to be invalid or unenforceable under any rule, law, or regulation or any​​ governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under​​ any applicable law, and the validity or enforceability of any other provision​​ of this Agreement will not be affected. This Agreement does not waive rights that cannot be waived under applicable law.

    • Survival. All provisions of this Agreement and the Vault Terms which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Account cancellation, debts owed to G‑Co or to G‑Mint, general use of the G‑Co website, disputes with G‑Co, and general provisions, will survive the termination or expiration of this Agreement.

    • Force Majeure. G‑Co is not be liable for delays, failure in performance, or interruption of Service which result directly or indirectly from any cause or condition beyond its reasonable control, including but not limited to,​​ any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike, or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment or software, other catastrophe or any other occurrence which is beyond its reasonable control and does not affect the validity and enforceability of any remaining provisions.

 

APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES, AND​​ CONDITIONAL USE

Prohibited Uses

Client may not use the Service or its Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive. If Client is uncertain as to​​ whether or not its use of Services involves a Prohibited Use, or has questions about how these requirements apply to it, please contact customer support at​​ support@gcoin.com. By opening an Account, Client confirms​​ that it will not use its Account to do any of the following:

  • Unlawful Activity: Activity which would: (i) violate, or assist in violation of, any law, statute, ordinance, regulation, sanctions programs administered in the countries where G‑Co conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”); (ii) involve proceeds of any unlawful activity; or (iii) publish, distribute or disseminate any unlawful material or information.

  • Abusive Activity: Actions which: (i) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (ii) transmit or upload any material to the Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; (iii) attempt​​ to gain unauthorized access to the Site, other Accounts, computer systems, or networks connected to the Site, through password mining or any other means; (iv) involve the use of Account information of another party to access or use the Site, except in the case of specific Merchants or applications which are specifically authorized by the user to access such user’s Account and information; or (v) would transfer its​​ account access or rights to its account to a third party, unless by operation of law or with the express permission of G‑Co.

  • Abuse Other Users: Activity which would: (i) interfere with another individual’s or entity’s access to or use of any Services; (ii)​​ defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity, and intellectual property) of others; (iii) incite, threaten, facilitate, promote, or encourage violent acts against others; or (iv) harvest or otherwise collect information from the Site about others, including without limitation email addresses, without proper consent.

  • Fraud: Activity which operates to defraud G‑Co, G‑Co users, or any other person,​​ or which provides any false, inaccurate, or misleading information to G‑Co.

  • Gambling: Lotteries, sports forecasting or odds making, contests, sweepstakes, or games of chance.

  • Intellectual Property Infringement: Engage in transactions involving: (i) items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; (ii) the use of G‑Co intellectual property, name, or logo, including use of the G‑Coin trade or service marks, without express consent from G‑Co or in a manner that otherwise harms G‑Co or the GCo brand; or (iii) any action that implies an untrue endorsement by or affiliation with G‑Co.

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Services (“Prohibited Businesses”). The specific types of use listed below are representative, but not exhaustive. If Client is uncertain as to whether or not its use of Services involves a Prohibited Business, or has questions about how these requirements apply to it, please contact customer support at​​ support@gcoin.com.

By opening an Account, Client confirms that it will not use Services in connection with any of following businesses, activities, practices, or​​ items:

  • Restricted Financial Services: Check cashing; bail bonds; collections agencies; securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes.

  • Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen.

  • Regulated Products and Services: Sale of narcotics, controlled substances, or substances designed to mimic illegal drugs, and any equipment designed for making or using drugs, such as bongs, vaporizers, or hookahs; marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis.

  • Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local or national regulatory body.

  • Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features.

  • Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; multi-level marketing schemes; sites that we determine in our sole discretion to be unfair, deceptive, or predatory​​ towards consumers.

  • High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.

Conditional Use

Express written consent and approval from G‑Co must be obtained prior to using Services for the following categories of business or use (“Conditional Uses”). Consent may be requested by contacting customer support at​​ support@gcoin.com. G‑Co may also require Client to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if Client uses the Service in connection with any of following businesses, activities, or practices:

  • Money Services: money transmitters; digital currency transmitters; exchangers or dealers of currency (whether legal tender or digital currency); gift cards; prepaid cards; sale of in-game currency, unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Services.

  • Charities: acceptance of donations for nonprofit enterprise.

  • Games of Skill: games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award​​ a prize.

  • Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.