We reserve the right to amend these Terms at any time under Section 16 of these Terms. Such modifications shall be effective upon posting by GMG on the Website. You agree to be bound by any changes to these Terms when you use the Website or the GMG Services after any such modification is posted. It is therefore important that you refer back to these Terms regularly upon each use of the GMG Services to ensure you are updated as to any changes.
Additional terms and conditions may govern your use of certain GMG Services (“Supplemental Terms”). Such Supplemental Terms will either be listed in these Terms herein and/or will be presented to you for your acceptance when you sign up to use certain GMG Services. In the event that any provision, term or guideline specific to particular GMG Services conflicts with these Terms, the Supplemental Terms of such GMG Services shall control over these Terms.
Capitalized terms in these Terms are defined herein or defined in Schedule 1 attached to these Terms.
You understand that by signing up to use the GMG Services, you represent and warrant that (a) you are at least 18 years old, (b) you reside in the United States or any of its territories or possessions, (c) you have the capacity to agree to these Terms by and between you and GMG, (d) all information you submit to GMG is truthful and accurate and you will maintain the accuracy of such information, and (e) your use of the Website and/or the GMG Services does not violate any applicable law or regulation.
2. GMG SERVICES AND ACCOUNT SETUP
- 2.1. GMG may offer or make available to you various banking services, including debit cards (“GMG Cards”), loans and deposit products. Banking services and GMG Cards shall be provided and/or issued by a third-party partner bank that offers deposit insurance through the Federal Deposit Insurance Corporation (“Bank”). In addition to these Terms, banking services and GMG Cards shall be governed by the relevant Supplemental Terms and/or Cardholder Terms supplied to you by us and/or by the Bank, as applicable. You may use the GMG Services by opening an account (“GMG Account”) on the Website or the GMG Mobile App.
- 2.2. In order to open a GMG Account, you are required to read these Terms and tick the box confirming the accuracy of the information provided and your agreement with these Terms and/or any applicable Supplemental Terms. By agreeing to these Terms, you also agree to provide us with such documentation, photographs and information as we may reasonably request as further set forth in the Supplemental Terms and/or the Cardholder Terms. You confirm that you have provided the correct information during the process of creating a GMG Account. You undertake that, if your details change, you will notify us immediately. You will bear any losses that occur due to the submission of invalid, incorrect or inaccurate information.
- 2.3. Once you have completed the above and you have passed an internal check in accordance with the Cardholder Terms, we will provide you with a GMG Account and access to the GMG online portal (“GMG Dashboard”) to conduct a variety of transactions (“GMG Transactions”). You agree that you will not allow any other person to access or use your GMG Account and GMG Dashboard and/or conduct any GMG Transactions.
- 2.4. By opening a GMG Account, you hereby appoint us to act as your agent for purposes of providing any and all GMG Services contemplated under these Terms and/or any Supplemental Terms, as applicable. Except for the agency appointment as specifically set forth in this Section 2.4, these Terms and/or any Supplemental Terms shall not be construed as creating any other agency relationship, or a partnership, joint venture, fiduciary duty, or any other form of legal association between you and GMG.
3. GMG TRANSACTIONS
- 3.1. The GMG Services allow you to direct the Bank to conduct a variety of GMG Transactions, which, depending on availability, may include the following:
- A) “Funds Exchange”: using Funds in one currency to purchase Funds in another currency using the exchange rates as further described in the Cardholder Agreement;
- B) “Instant Transfer”: receiving Funds into your GMG Funds Account or sending Funds from your GMG Funds Account to the GMG Funds Account of a different GMG User;
- C) “GMG Bank Transfer”: redeeming Funds in your GMG Funds Account, with or without an associated Monetary Exchange taking place, transferring the equivalent amount of money to the Counterparty Bank Account;
- D) “ATM Withdrawal”: means you using your Physical GMG Card and Card PIN to obtain cash from an ATM with or without a Monetary Exchange taking place; and
- E) “GMG Card Purchase”: means you using your GMG Card to purchase goods and/or services from a merchant by entering the details of your GMG Card and/or your Card PIN.
- GMG Transactions shall be governed by the Cardholder Terms.
- 3.2. Virtual receipts for successful GMG Transactions shall be accessible on the GMG Dashboard. In addition to virtual receipts, merchants may provide you with receipts when you enter into a GMG Card Purchase. Neither GMG nor the Bank will or is under any obligation to provide you with a physical receipt or other written confirmation in connection with any GMG Transaction.
4. THE GMG DASHBOARD
The GMG Dashboard is our portal on the GMG Services where you may be able to conduct, among other actions, the following, as each are made available to you:
- A) direct the Bank to load Funds via Stored Card, Funds Exchanges, Instant Transfers and GMG Bank Transfers including recurring transfers (once accepting all charges as displayed on the GMG Dashboard);
- B) direct the Bank to review and accept or decline Instant Transfers;
- C) verify your identity;
- D) view your GMG Transaction History;
- E) view the balance and currency of the Funds you hold in your GMG Funds Account;
- F) direct the Bank to enable or disable your Physical GMG Card, change the PIN on your Physical GMG Card and access other security features;
- G) enable and disable location tracking; and
- H) enter the details of your User Bank Account and your Stored Card(s).
5. VERIFICATION OF IDENTITY
You will need to complete certain verification procedures before you are permitted to use the GMG Services. You agree to cooperate with all requests made by us or any of our third-party service providers on our behalf in connection with your GMG Account, to identify or authenticate your identity or validate your funding sources or GMG Transactions as further described in the Cardholder Terms, and to take any action we deem necessary based on the results. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, date of birth, and taxpayer identification number. You must ensure the information on your GMG Account is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. We may suspend or terminate any GMG Transaction if we suspect or determine that your account has been improperly accessed; if this occurs, you agree to cooperate with us to verify your identity before access to your account is restored.
6. ADDING FUNDS TO YOUR GMG ACCOUNT
You may be able to add funds to your account in accordance with the Cardholder Terms and any limitations therein.
The terms regarding fees charged for the GMG Services shall be set forth in the Cardholder Terms or other documentation we provide to you from time to time. We reserve the right to suspend your access to the GMG Services if we or the Bank are not paid any monies owed to us or the Bank by you on time.
- 8.1. You must ensure that you take all reasonable steps to:
- A) ensure that your Mobile Device(s) and your Mobile PIN are kept safe and secure;
- B) ensure that access to the GMG Dashboard is kept safe and secure; and
- C) ensure your GMG Card PIN and other unique numbers (including CVC, expiry and card number) are kept safe and secure; and
- D) review your GMG Dashboard regularly to confirm that it does not reflect any unauthorized GMG Transactions.
- 8.2. The requirements in this Section 8 require you to do the following non-exclusive items:
- A) close the GMG Services every time you are not using it;
- B) keep the Mobile Device(s) you use to gain access to the GMG Dashboard safe and secure and locked with a secure password or other security mechanism;
- C) not write down or telling anyone your Mobile PIN, Card PIN or details of the GMG Card;
- D) change your Mobile PIN regularly;
- E) if you receive any SMSs or emails, questionnaires, surveys, or other links that require you to provide your Mobile PIN, do not provide your information and contact our customer services team via the chat function on the GMG Dashboard;
- F) ensure that the Mobile Device(s) and email account(s) you use to communicate with us are secure and only accessed by you, as the Mobile Device(s) and email address may be used to reset your Mobile PIN or to send information relating to the security of the GMG Dashboard;
- G) if at any time you think that your Mobile PIN has been lost, stolen or any other person knows your Mobile PIN or anyone has access to your email account or Mobile Device(s) you use to communicate with us, inform customer services immediately via the chat function on the GMG Dashboard;
- H) keep your GMG Card safe and secure; and
- J) disable your GMG Card via the GMG Dashboard or otherwise report to us, at any time if you think the security of the GMG Card is at risk, for example, if it is lost or stolen.
- 8.3. GMG Transactions may be processed by automated methods, and anyone who obtains access credentials to the GMG Dashboard or access to a GMG Card may be able to enter into GMG Transactions without your permission. If you notice misuse, theft or unauthorized use of your Mobile Device(s), GMG Card, Mobile PIN or Card PIN or any other activity that makes you suspicious, you must promptly contact the customer services team and, if possible, enable the appropriate security features on the GMG Services. If you suspect identity theft or theft of Funds, we suggest that you contact your local police as well.
9. REMOTE DEPOSIT CAPTURE DISCLOSURE
- 9.1. Remote Deposit Capture. Via the Remote Deposit Capture Services we allow you to make deposits into your Account by using the mobile application to take a legible picture of the front and back of a negotiable check and transmitting such images. We will attempt to collect the item by presenting the image or converting the image into a digital representation of the original check (“Substitute Check”). Unlike traditional check deposits, you retain the original paper check when you use Remote Deposit Capture. We request you to retain the original check for at least thirty (30) days after you submit the check image to us.
- 9.2. Necessary endorsement. The checks to be deposited via Remote Deposit Capture shall be properly endorsed in the same manner in which it is made payable to you and with the restrictive endorsement “For mobile deposit only.”
- 9.3. Cut-off Time. Your check image must be received by 4:00 pm PT to be considered deposited on such day. Any check image received by us after 4:00 pm PT will be considered as deposited in the following business day.
- 9.4. Availability. The amount shall be made available in your account no later than two (2) business days after the day you made the Remote Deposit. We may place a hold on your deposited check for a longer period of time if we have reasonable cause to doubt collectability of the check. In case you deposit remotely a check in an amount higher than $200 (two hundred dollars) we will make$200 available to you no later than one (1) business day after the day after the day you made the deposit and the excess amount in no later than two (2) business days.
- 9.5. Longer Delays. In other circumstances, a longer hold period may apply before funds deposited by check are available in your Account. For example, a longer delay may apply in the following cases: (i) we believe a deposited check will not be paid; (ii) you deposit one or more checks totaling $5,000 or more in one day; (iii) you redeposit a check that has been previously returned unpaid; (iv) your Account had a negative balance anytime in the previous six (6) months; and (v) we experience an emergency, such as failure of communication or computer delays. We can delay the availability of your check if your deposit account was opened 30 days or less from the date you remotely deposited your check. In such cases, we will send you an electronic notice informing if your ability to withdraw funds is delayed for any reason and when your funds may be available. Generally, funds will be available no later than ten (10) business days after the deposit is accepted for processing.
10. RESTRICTIONS ON THE USE OF THE GMG SERVICES
- 10.1. You are not permitted to:
- A) use the GMG Services for any illegal purposes, including, but not limited to fraud and money laundering, unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, the funding of terrorist organizations, the unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by law. GMG will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator;
- B) use the GMG Services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full;
- C) breach these Terms, the Cardholder Terms (as applicable) or any other agreement or policy that you have agreed with GMG or the Bank;
- D) create more than one GMG Account without our prior written consent;
- E) use the GMG Services to violate any law, statute, ordinance, or regulation;
- F) use the GMG Services for any illegal purposes including the purchase or sale, or the facilitation of the purchase or sale of, illegal goods or services;
- G) use the GMG Services to conduct activities pertaining to adult entertainment/pornography, auction houses, charities, chemicals and allied products, dating and escort services, binary options, legal services, political or religious organizations, video game arcades or establishments and business claiming to trade in prime bank guarantees, debentures, letters of credit or medium term notes;
- H) infringe or misappropriate GMG’s or any third-party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- I) act in a manner that is defamatory, libelous, threatening or harassing when using the GMG Services;
- J) provide us with false, inaccurate or misleading information;
- K) use the GMG Services to engage in debt-collection activities;
- L) instruct us to send or receive what we reasonably believe to be potentially fraudulent funds on your behalf;
- M) attempt to intentionally or knowingly receive or attempt to receive funds from both GMG and a merchant for the same GMG Transaction;
- N) control a GMG Account that is linked to another GMG Account that has engaged in any of the restrictions in this Section 10;
- O) conduct your business or use the GMG Services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to GMG, other Users, third parties or you;
- P) provide yourself with a cash advance from your credit card (or help others to do so);
- Q) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; or interfere or attempt to interfere with the GMG Services;
- R) take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
- S) use the GMG Services to test credit card behaviors;
- T) circumvent any GMG policy or determinations about your GMG Funds Account including, but not limited to, attempting to create a new or additional GMG Account when a GMG Funds Account has a negative balance or has been restricted, suspended or otherwise limited; creating new or additional GMG Funds Accounts using Information that is not your own (e.g. name, address, email address, etc.); or using someone else’s GMG Funds Account;
- U) harass our employees, agents, or other Users;
- V) refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
- W) use the GMG Services in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, or applicable law;
- X) use the GMG Services to trade FX for speculative purposes or for FX arbitrage;
- Y) refuse or fail to provide further information about you or your business activities that we may reasonably request;
- Z) conduct your business or use the GMG Services in a manner that leads us to receive a disproportionate number of claims or chargebacks;
- AA) have a credit score provided by a third-party provider of GMG’s choice which indicates a higher level of risk associated with your use of the Services; or
- BB) reveal your Mobile PIN or Card PIN to anyone or use anyone else’s GMG Services or GMG Card.
- 10.2. You must ensure that you only enter into GMG Transactions relating to the sale or supply of goods and services in compliance with all applicable laws and regulations. The fact that a person or entity accepts payments via a GMG Transaction is not an indication of the legality of the supply or provision of the goods and services.
- 10.3. GMG Transaction Limits
- A) GMG Transactions for custody and deposit accounts deposits and transfers are limited to three hundred US dollars ($300) per day; one thousand US dollars per month ($1,000); and twelve thousand US dollars ($12,000) annually.
- B) GMG Transactions for deposit accounts with debit cards deposits and transfers are limited to < > US dollars ($500,$750,$1,000,$2,000,$3,000,$5,000) per day; < > thousand US dollars ($1,000,$2,000,$3,000,$5,000) per month; and < > thousand US dollars ($10,000,$50,000) annually.
- C) GMG Transactions for saving account deposits and transfers are limited to ten thousand US dollars ($10,000) per day and one hundred thousand US dollars ($100,000) annually.
- 10.4. The Bank reserves the right to refuse to perform a GMG Transaction directly or indirectly associated with any Restricted Country.
- 10.5. If GMG, in its sole discretion, believes that you may have breached the provision of this Section 10, we may take action to protect ourselves, other Users and third parties. The action we may take includes but is not limited to:
- A) closing, suspending, or limiting your access to any or all of the GMG Services.
- B) contacting other Users who have transacted with you; contacting your bank or credit card issuer; and/or warning other Users, law enforcement, or impacted third parties of your actions;
- C) updating inaccurate Information you have provided to us;
- D) taking legal action against you;
- E) terminating these Terms; and/or
- F) blocking your access to your GMG Funds Account and/or GMG Dashboard temporarily or permanently.
- 10.5. Where possible, GMG will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third-party information or interfering in the course of an investigation.
11. SUSPENDING USE OF THE GMG SERVICES
We reserve the right to change, suspend or discontinue any aspect of the GMG Services at any time, including hours of operation or availability of the GMG Services or any GMG Services feature, without notice and without liability.
12. OUR LIABILITY WITH RESPECT TO THE MOBILE APP AND GMG CARD
- 12.1. You represent, warrant, and covenant that you are an individual acting solely on your own behalf and are acting for a purpose other than a trade, business or profession.
- 12.2. You will be liable for all losses incurred in respect of GMG Transactions and GMG Card Purchases which were not authorized by you, if you have acted fraudulently, or have intentionally or with gross negligence failed to comply with the obligations set out in Section 8 (Security) or you have not notified us on time in accordance with these Terms.
13. WITHDRAWING FUNDS AND CLOSING YOUR ACCOUNT
You may close your GMG Account and withdraw funds from your GMG Funds Account in accordance with the Cardholder Terms.
14. NOTICE AND COMMUNICATIONS
- 14.1. When signing up for GMG Services to open a GMG Account, you will be asked to agree and consent to electronic receipt of all Communications that we provide in connection with the GMG Services. See Section 14. We will provide Communications to you by making them available on the GMG Dashboard or by emailing them to you at the primary email address listed in your GMG Account Profile.
- 14.2. It is your responsibility to ensure that you regularly log onto the GMG Dashboard and review the GMG Dashboard, the Website and your primary email address and open and review communications that we deliver to you through those means.
- 14.3. We may contact you from time to time to notify you of changes or information regarding your GMG Account. It is your responsibility to ensure you regularly check the GMG Dashboard and that your contact information stored on your profile in the GMG Dashboard is up to date. You may contact us in accordance with these Terms via the chat function on the GMG Dashboard.
15. ELECTRONIC FUND TRANSFER DISCLOSURE STATEMENT
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.
- 15.1. Definitions: Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application. Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account.
- 15.2. Your Liability: Authorized Transfers: You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly. Unauthorized Transfers: Tell us at once if you believe your account or PIN or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as$500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section 15.2 may be extended for a reasonable period.
16. DATA AND PRIVACY
- 16.2. CONSENT TO BE CALLED. Notwithstanding any current or prior registration on a corporate, state or national Do-Not-Call list, by providing GMG with a telephone number (including a mobile telephone number), you agree that you are providing express written consent for GMG and others acting on GMG’s behalf to contact you at that number for non-marketing and marketing purposes using the following methods: an automatic telephone dialing system, prerecorded or artificial voice, and/or text message (SMS and MMS). The ways in which you provide us a telephone number include, but are not limited to, providing a telephone number at GMG Account opening, adding a telephone number to your profile on your GMG Dashboard at a later time, providing it to one of our employees, or by contacting us from that phone number. You agree to provide GMG with a valid phone number and to notify GMG immediately of any changes to your phone number. Your consent to receive marketing calls or text messages is not required as a condition to purchase a product or service. You may revoke this consent at any time by [emailing a Do Not Call request to __] and providing your phone number.
- 16.3. You understand and agree that GMG may, without further notice or warning and in our discretion, monitor or record the telephone conversations you or anyone acting on your behalf has with GMG or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with GMG may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by GMG, and GMG does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
17. INTELLECTUAL PROPERTY
- 17.1. The GMG Services, the Website, and all intellectual property rights contained therein, including but not limited to any content, are owned or licensed by us. Intellectual property rights means rights such as: copyright, trademarks, trade secrets, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). In addition, all page headers, custom graphics, button icons, logos, product and service names, designs, slogans, and scripts are service marks, trademarks, and/or trade address of GMG. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of them without our prior written consent.
- 17.2. Nothing in these Terms grants you any legal rights in the GMG Services, other than as necessary to enable you to access the GMG Dashboard. You agree not to adjust or try to circumvent or delete any notices contained on the GMG Services (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the GMG Services.
- 17.3. We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.
- 17.4. These Terms permit you to use the Website and/or the GMG Services for your personal, non-commercial use only. Any use of the Website and/or the GMG Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
18. CHANGES TO THESE TERMS
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website and/or the GMG Services thereafter. You can review the most current version of the Terms at any time on the Website. Your continued use of the Website and/or the GMG Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
19. THIRD PARTY PROVIDERS
In addition to the rights and restrictions set forth in these Terms, your use of GMG Services is subject to your agreement to comply with all applicable third party provider terms. Those terms may be supplied to you within the service or directly by the third party provider. We are from time to time required to provide guests and registered users details to our third party providers to the extent that they need such details in order to enable them to execute their contractual responsibilities.
20. WEBSITE ACCESS
From time to time, we may, in our sole discretion, restrict access to some parts of the Website, or the entire Website. Access to the Website may also be unavailable, delayed or limited due to a number of circumstances, including but not limited to hardware and software failure, loading of system capacities, damage caused by severe weather, natural disasters, fire, wars, earthquakes, water damage, interruption in power supply or utility service, stoppage of labor, Force Majeure Event, or governmental or regulatory restrictions. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.
21. LINKS FROM THE WEBSITE
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
You agree to defend, indemnify, and hold harmless GMG, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Website and/or the GMG Services, including, but not limited to, any use of the Website and/or GMG Services’ content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the GMG Services.
23. NO WARRANTY
YOUR USE OF THE WEBSITE AND/OR THE GMG SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND/OR THE GMG SERVICES IS AT YOUR OWN RISK. THE WEBSITE AND/OR GMG SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND/OR THE GMG SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GMG NOR ANY PERSON ASSOCIATED WITH GMG MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE AND/OR THE GMG SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER GMG NOR ANYONE ASSOCIATED WITH GMG REPRESENTS OR WARRANTS THAT THE WEBSITE AND/OR THE GMG SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND/OR THE GMG SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE GMG SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE GMG SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
GMG DOES NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR USING THE WEBSITE AND/OR THE GMG SERVICES. GMG IS NOT RESPONSIBLE FOR THE QUALITY, PERFORMANCE, OR ANY CONSEQUENTIAL RESULTS OF THE PRODUCTS AND/OR SERVICES PURCHASED USING THE WEBSITE AND/OR THE GMG SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, GMG HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
24. LIMITATIONS OF LIABILITY
- 24.1. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL GMG, ITS AFFILIATES, ITS ASSIGNEES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR ATTEMPTED USE OF, OR INABILITY TO USE, THE GMG SERVICES, THE WEBSITE AND ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE GMG SERVICES OR SUCH OTHER WEBSITES, OR YOUR FAILURE TO ENSURE THE SECURITY OF YOUR GMG ACCOUNT INFORMATION, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. GMG’S TOTAL AGGREGATE LIABILITY TO YOU UNDER THESE TERMS AND IN CONNECTION WITH YOUR USE OF THE GMG SERVICES ARE LIMITED TO $100.
- 24.2. We shall not be liable to you for any delay or failure to perform our obligations under these Terms (including any delay in payment) by reason of any cause beyond our reasonable control including but not limited to any action or inaction by you or any third-party, any Force Majeure Event, bank delay, postal delay, act of government, failure or delay of any fax or electronic transmission, any cyber event, any accident, emergency, act of god or any abnormal or unforeseeable circumstances, or any other events or circumstances not within our reasonable control, whether similar or dissimilar to any of the foregoing.
- 24.3. You are responsible for all liabilities, financial or otherwise, incurred by GMG, a GMG User, or a third-party caused by or arising out of your breach of these Terms, your use of the GMG Services, and any use of your GMG Account. You agree to reimburse GMG, a GMG User, or a third-party for any and all such liability, to the extent not prohibited by applicable law.
- 24.4. You remain liable under these Terms in respect of all charges and other amounts incurred through the use of your GMG Account at any time, irrespective of termination, suspension or closure.
- 24.5. You alone are responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the GMG Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. You are liable to the state and other subjects for fulfilment of all tax obligations independently. GMG shall not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied to you.
- 24.6. THIS SECTION 24 DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
25. TERM AND TERMINATION
- 25.1. These Terms commence on the day that GMG confirms to you via the GMG Services that your GMG Account has been approved and continue until terminated in accordance with Section 16 (Changes to these Terms) and/or this Section 25 (Term and Termination).
- 25.2. You may terminate these terms at any time by providing us with one month’s prior notice, such notice to be provided using the chat function on the GMG Dashboard.
- 25.3. GMG, in its sole discretion, may terminate these Terms at any time, by giving you reasonable notice. The termination of these Terms will not affect any of our rights or your obligations arising under these Terms.
- 25.4. Without prejudice to any rights that have accrued under these Terms or any of the party’s rights or remedies, we may at any time terminate these Terms with immediate effect by giving written notice to you if:
- A) we are unable to verify your information in the manner set out in these Terms;
- B) you die;
- C) we have reason to believe that your use of the GMG Services damages, corrupts, degrades, destroys and/or otherwise adversely affects the GMG Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;
- D) there is a significant fluctuation (either positive or negative) in the aggregate number of GMG Transactions you enter into;
- E) you have acted or omitted to act in any way which we reasonably determine to diminish GMG’s business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or
- F) we are unable to provide the GMG Services to you through the inability of any third-party to provide us with any good and/or service that we require to provide the GMG Services to you.
- 25.5. If you have breached any term or condition of these Terms (including a breach of your obligation to pay us any amount owing), we are entitled to immediately terminate these Terms, or we may otherwise: suspend your use of the GMG Services (in whole or in part) in which case we will not treat any order for a GMG Transaction that you may wish to make as being received by us; report any GMG Transaction or any other relevant information about you and your use of the GMG Services to the relevant regulatory authority, law enforcement agency and/or government department; and/or, if appropriate, seek damages from you.
- 25.6. Termination of these Terms requires the closing of your GMG Funds Account in accordance with the Cardholder Terms and the termination of all GMG Cards and the associated Cardholder Terms (as applicable). GMG will deal with your remaining balance in accordance with these Terms and the Cardholder Terms (as applicable).
- 25.7. Any terms which by their nature should survive, will survive the termination of these Terms.
26. GOVERNING LAW; ARBITRATION AND CLASS ACTION WAIVER
- 26.1. These Terms shall be construed and governed by the laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). Access or use of the Website and/or the GMG Services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions.
- 26.2. BINDING ARBITRATION; CLASS ACTION WAIVER
ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THESE TERMS OR THE GMG SERVICES SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THIS SECTION 26.
Any claim, dispute, or controversy arising out of or relating to these Terms or the GMG Services, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory (“Claim”), shall be resolved through binding arbitration, on an individual basis. Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class and non-representative) basis. Arbitration shall be conducted in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes, which are accessible at here.
CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND GMG ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
- 26.3. Before serving a demand for arbitration for a Claim, you and GMG agree to first notify each other of the Claim. You agree to notify GMG of the Claim by email to [email protected], and GMG agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and GMG then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or GMG, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and GMG will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
27. REQUESTING INFORMATION AND CUSTOMER SUPPORT
- 27.1. You may request, at any time during the extent of these Terms, a copy of these Terms.
- 27.2. Customer Support is available during the following business hours (across all time zones):
- 27.3. We take all complaints seriously. Any complaints about us or the services we provide should be addressed to the chat function on the GMG Dashboard. You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query. Our complaints procedure (available on our Website) sets out the process for submitting and resolving any complaints. You may request a copy of our complaints procedure at any time by contacting customer services via the chat function on the GMG Dashboard.
- 28.1. In order to use other functions of the GMG Services, you may be requested to accept other terms and conditions, either with GMG or with a third-party.
- 28.2. To be eligible to use the GMG Services, you must:
- A) pass our regulatory due diligence checks;
- B) not be in breach of these Terms; and
- C) not have had any previous GMG Account closed by us.
- 28.3. These Terms do not intend to confer any benefit on any third-party and no third-party shall have the right to enforce these Terms or any GMG Transactions.
- 28.4. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your GMG Transactions, or for collecting, reporting or remitting any taxes arising from any GMG Transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the GMG Services, including without limitation, the reporting and payment of any taxes arising in connection with GMG Transactions made through the GMG Services.
- 28.5. We may comply with any subpoena, levy, or other legal process which we believe to be valid. We may notify you of such process electronically, by phone, or in writing.
- 28.6. GMG reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any provider content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms.
- 28.7. We do not provide advice and contract on an execution only basis. We may provide information to you from time to time, for example via the GMG Dashboard or the Website, but we will not and do not provide advice to you either upon the merits of a proposed Transaction or upon any other matter. Before entering into any GMG Transaction you must make your and their own independent assessment as to whether it is appropriate to enter into a GMG Transaction based upon your own judgment and upon such advice from such advisers as you consider necessary. It is an express term of every GMG Transaction which you enter into with us that you are not relying upon any communication (written or oral) made by us as constituting advice about or a recommendation to enter into such GMG Transaction.
- 29.1. These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
- 29.2. You may not transfer, delegate, or assign or sell any rights or obligations you have under these Terms. GMG reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time. These Terms will inure to the benefit of our successors, assignees, licensees and sublicensees.
30. WAIVER AND SEVERABILITY
- 30.1. If we fail to assert any of our rights under the Terms, or applicable laws, it shall not be deemed to constitute a waiver of such right and our failure to assert any of our rights in one instance does not mean we cannot assert such right in any other instance.
31. RULES OF CONSTRUCTION
- 31.1. Section, Schedule and paragraph headings are for convenience and shall not affect the interpretation of these Terms.
- 31.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- 31.3. The Schedules form part of these Terms and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
- 31.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- 31.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- 31.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- 31.7. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
- 31.8. A reference to writing or written includes email and the chat function on the GMG Dashboard.
- 31.9. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- 31.10. These Terms shall be concluded and interpreted in the English language. If these Terms are translated into another language, it is for reference purposes only. All communications between the parties shall be in the English language.
- 31.11. A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.
- 31.12. References to Sections and Schedules are to the Sections and Schedules of these Terms and references to paragraphs are to paragraphs of the relevant Schedule.
- 31.13. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- 31.14. Supplements to these Terms are an integral part of these Terms, under which you and GMG agree on usage of specific services as defined in the Supplements.
- 31.15. The definitions set out Schedule 1 apply to these Terms.
SCHEDULE 1 — DEFINITIONS
“Card PIN” means personal identification number, which is associated with your GMG Card and allows you to enter into GMG Card Transactions.
“Cardholder Terms” means the terms and conditions between you and Bank relating to the issuance to you and the use by you of the GMG Card.
“Communications” means information provided relating to your GMG Account or any GMG Transaction, including: any agreements and policies you agree to, (e.g., these Terms) including updates to these agreements or policies; disclosures and notices, including prospectuses and reports for transaction receipts or confirmations; GMG Account statements and history; and payments authorizations and transaction receipts or confirmations; documents; and any other information related to your GMG Account or the GMG Services.
“Counterparty” means the person you wish to send Funds or money to.
“Counterparty Bank Account” means the bank account of the Counterparty.
“Funds” means electronically stored value represented by a claim against GMG.
“Force Majeure Event” means an event which is beyond the reasonable control of an affected party including without limit any market disruption, acts or restraints of government(s) or public authorities, war, revolution, strikes or other industrial action, fire, flood, natural disaster, explosion, terrorist action, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement or other equipment or systems.
“GMG Account” means your relationship with us as described in these Terms.
“GMG Account Profile” means your profile, accessible on the GMG Dashboard where you can view, among other things, your details, your price plan and your verification limits.
“GMG Card” means both Physical GMG Cards and Virtual GMG Cards.
“GMG Funds Account” means an account with the Bank in which Funds are held.
“GMG Services” means you being given access to the Mobile App, including the GMG Dashboard and all other software provided through the Mobile App.
“GMG Transactions” means both GMG Dashboard Transactions and GMG Card Transactions.
“GMG Transaction History” means the list of GMG Transactions you have entered into, which is available on the GMG Dashboard.
“GMG User” means a user of GMG which is not you.
“Information” means any confidential and/or personally identifiable information or other information, including but not limited to the following: name, email address, date of birth, tax identification number, billing/shipping address, phone number and financial information.
“Mobile Device” means your smartphone or other electronic device upon which you have downloaded the GMG Mobile App.
“Mobile App” means the mobile application accessible through your Mobile Device where you can obtain access to your GMG Dashboard.
“Mobile PIN” means your personal identification number which is entered onto the GMG Mobile App to gain access to the GMG Dashboard.
“Monetary Exchange” is not a service in its own right but will be part of a GMG Bank Transfer, an ATM Withdrawal or a GMG Card Purchase and means redeeming Funds in your GMG Funds Account and using it to purchase money in a different currency using the exchange rates as further described in the Cardholder Agreement;
“Physical GMG Card” means the standard GMG Card.
“Restricted Countries” means those countries that do not appear on the GMG Dashboard.
“Standard User” means an individual with a GMG Account which is not a Premium User.
“Standard GMG Card” means the tangible plastic card issued to Standard Users which allows Standard Users to enter into ATM Withdrawals and GMG Card Purchases.
“Stored Card” means the credit card, debit card, or other payment card, which you register for use on the GMG Dashboard and which will be used by GMG to receive funds against which we will issue Funds to your GMG Funds Account or for other purposes under these Terms.
“Supplement(s)” means an agreement between GMG and you for the provision of separate services by GMG or one of its partners to you, which will be set out on the Website.
“User”, “you” or “your” means you being the business that has agreed to these Terms to use the GMG Services.
“User Bank Account” means a bank account belonging to you.
“Virtual GMG Cards” means the virtual non-tangible cards that allow you to enter into GMG Card Purchases.
“Website” means our general website, the web address of which is www.goodmoney.com.
“Website Acceptable Use Policy” means the website acceptable usage policy which can be found on our Website.
“Website Terms” means the terms and conditions regarding the use of our Website which can be found on our Website.
Supplemental Terms – Good Shares Program
Last Updated: January 9, 2020
1. INCORPORATION OF OUR TOS
The TOS, including, but not limited to, the disclaimers, limitation of liability, and arbitration provisions in the TOS, is hereby incorporated by reference into these Program Terms and, in addition to these Program Terms, governs your enrollment and participation in the Program. Any capitalized term used but not defined in these Program Terms has the meaning ascribed to that term in the TOS.
2. RULE 255 DISCLOSURE
Good Money (“Good Money”) anticipates offering convertible debt securities to qualified individuals under Tier 2 of Regulation A of the Securities Act of 1933 (such offering, a “Good Shares Offering” and the convertible debt securities of Good Money that may be offered under the Good Shares Offering, the “Good Shares”). To date, no filing of an offering statement pursuant to Regulation A of the Securities Act of 1933 with respect to such Good Shares (an “Offering Statement”) has been made with the Securities and Exchange Commission (the “SEC”). Accordingly: – No money or other consideration for the Good Shares is being solicited and, if any money or other consideration is sent to Good Money for Good Shares, such money or other consideration will not be accepted; – No offer for the Good Shares can be accepted, and no part of the purchase price can be received, until Good Money has filed an Offering Statement with the SEC and the SEC has qualified such Offering Statement; – Any indication of interest in acquiring Good Shares may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance by Good Money that is given after the date the Offering Statement is qualified by the SEC; and – An indication of interest in any securities involves no obligation or commitment of any kind.
3. INDICATION OF INTEREST
You acknowledge that opening a GMG Account and ongoing use of GMG Services (including engaging in the qualifying loyalty behaviors set forth in Section 4) will constitute your affirmative indication of interest in the Good Shares Offering, absent your decision to opt out of the program. You may request to opt out by providing written instructions to Good Money via email to [email protected]
4. THE PROGRAM
- 4.1. Eligibility
- To be eligible to participate in the Program, you must meet the eligibility requirements set forth in the TOS. You will be automatically enrolled in the Program when you open a GMG Account.
- 4.2. Loyalty Values and “Unlocking” Good Shares
- Each time you perform an activity listed below while enrolled in the Program, Good Money will ascribe a dollar value to that activity (a “Loyalty Value”). The initial Loyalty Value per activity listed below is subject to modification by Good Money in its sole discretion and, once modified, will apply to future instances of such activity (subject to subsequent modifications). Good Money will then add the Loyalty Value to your GMG Account and will reserve (or “unlock”) a number of Good Shares equivalent to the Loyalty Value, which you may acquire in accordance with the procedure set forth in Section 4.3. Your Loyalty Values are subject to diminution or elimination by Good Money in its sole discretion for extended periods of inactivity with respect to your GMG Account and/or GMG Funds Account. Notwithstanding the foregoing, you may access your current Loyalty Values at any time by logging into your GMG Account.
- Activity: Create authenticated GMG Account, Corresponding Loyalty Value: $5.00 in Good Shares
- Activity: Complete KYC/AML identity verification, Corresponding Loyalty Value: $10.00 in Good Shares
- Activity: Fund GMG Funds Account, Corresponding Loyalty Value: $10.00 in Good Shares
- Activity: Order Debit Card linked to GMG Funds Account, Corresponding Loyalty Value: $5.00 in Good Shares
- Activity: Activate Debit Card linked to GMG Funds Account, Corresponding Loyalty Value: $10.00 in Good Shares
- Activity: Refer other users to sign up for GMG Services, Corresponding Loyalty Value: Up to $50.00 in Good Shares per successful referral
- Activity: Maintain a deposit balance in your GMG Funds Account and use your GMG Card to make a certain number of monthly purchase transactions,Corresponding Loyalty Value: Up to $80.00 in Good Shares per annum as specified to you within the Mobile App and/or GMG Dashboard
- 4.3 Acquiring Good Shares
- You may acquire Good Shares with a value equivalent to your then-current aggregate Loyalty Values if and only if (a) the SEC qualifies the Good Shares Offering, (b) your GMG Account is in good standing, (c) your GMG Funds Account has been opened and active for at least one calendar year (365 days) beginning from your Enrollment Date, and (d) you enter into a subscription agreement with Good Money pursuant to the terms of the Good Shares Offering (the “Subscription Agreement”). The face value of any Good Shares issued upon your entry into the Subscription Agreement will match, on a dollar-for-dollar basis, the aggregate Loyalty Values that you have accrued in your GMG Account immediately prior to your entry into the Subscription Agreement. Other terms and conditions governing the Good Shares issued to you will be set forth in the Subscription Agreement. Unless and until you enter into the Subscription Agreement and receive Good Shares through the Good Shares Offering, you do not own, or have any other property rights or interest in, any Good Shares.
- 4.4 Loyalty Values – Disclaimer
- All Loyalty Values are subject to change in Good Money’s sole discretion. You do not own, or have any other property rights or interest in, any Loyalty Values. Your Loyalty Values represent only a method for valuing your loyalty, have no monetary or other value, and are not exchangeable for cash or other benefits. The Loyalty Values have no monetary value and are not a promise of current or future economic value. No exchange of value of any kind will take place until after you enter into a Subscription Agreement and receive Good Shares through the Good Shares Offering.
5. PROGRAM LIMITATIONS
- 5.1 Right to Modify or Terminate the Program
- Good Money may, in its sole discretion, at any time, for any reason, without prior notice to you, (a) limit or modify the Program or any of its features, (b) modify these Program Terms, or (c) terminate the Program. Good Money will post any additional Program details and updates to Program (including these Program Terms) here and then update the “Last Updated” date above. Good Money may also email you about any such changes. Your continued participation in the Program will confirm your acceptance of any such changes. Once a filing has been made with the SEC for the Good Shares Offering, updates will be made to these Program Terms and a notice may be emailed to you to provide you access to the Good Shares Offering filing materials and additional disclosures thereof. Good Money may, in its sole discretion, suspend, or terminate your participation in the Program and/or any or all of your Loyalty Values, for reasons including, but not limited to, your violation of these Program Terms, any actions that you take that are inconsistent with the intent of the Program, and prolonged periods of inactivity with respect to your usage of the GMG Services. In the event Good Money suspends or terminates your participation in the Program, Good Money may, in its sole discretion, void any or all of your Loyalty Values and/or refuse to re-enroll you in the Program.
- 5.2 No Transfer, Sale, or Exchange
- Loyalty Values are personal to you. Neither Loyalty Values nor any other Program benefits may be merged, transferred, purchased, sold, assigned, auctioned or traded by you or any third party, including, but not limited to, by operation of law, in bankruptcy, or in connection with a divorce, dissolution or in probate. You may not share or combine with any third party any Loyalty Values or any other Program benefits. Loyalty Values cannot be exchanged or returned, including, but not limited to, exchanged or returned for another product or service or any monetary compensation.
- 5.3 No Responsibility for Loss Good Money is not responsible for any Loyalty Values that are lost, stolen, or otherwise destroyed, or received through fraudulent means.
- 6.1 No Investment Advice
- Neither Good Money nor any of its affiliates (“Good Money Parties”) are registered as an investment adviser with the SEC, any state regulator, or any other regulatory body. The Good Money Parties are not rendering legal, tax, investment, or any other kind of advice to you or any other person, and nothing contained in the Program or any information provided by the Good Money Parties in connection with the Program should or may be construed as such advice.
- 6.2 Risk of Investment
- As currently contemplated, the Good Shares will be securities. Trading in securities is inherently risky and you agree to assume complete and full responsibility for the outcomes of all trading decisions that you make with respect to the Good Shares, including, but not limited to, a complete loss of capital or investment. The Good Shares may lose value and are neither FDIC insured nor guaranteed by any bank or institution. You must be able to afford to lose your entire investment in the Good Shares. The Good Shares have not been registered under the Securities Act of 1933 (and no registration is currently contemplated), in reliance on exemptions thereto. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. The Good Money Parties do not represent that any governmental agency (including, but not limited to, the SEC) has reviewed the Program or has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any transaction in Good Shares. The Good Shares will be illiquid unless and until registered with the SEC.
- 6.3 Your Decisions
- The Good Money Parties express no opinion as to the suitability of any transaction in Good Shares and you should make your own independent investigation of the suitability of any proposed transaction in Good Shares based on the facts and circumstances of your own financial situation. WE ADVISE YOU TO CONSULT LEGAL, TAX, AND/OR FINANCIAL PROFESSIONALS BEFORE TRANSACTING IN GOOD SHARES, CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY TRANSACTION MATERIALS, AND REQUEST ANY ADDITIONAL INFORMATION RELATED THERETO.
- 6.4 Non-Exhaustive Risks
- The risks disclosed in this Section 6 are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC.