Stablecoin User Terms and Conditions

  • Updated

Stablecoin User Terms and Conditions

These Stablecoin User Terms & Conditions (the “Stablecoin Terms”) constitute an addendum to the Terms and Conditions of Use, available here(the “Terms”), and incorporate by reference the Terms in their entirety. These Stablecoin Terms address the provision and use of the “Stablecoins”—GYEN and ZUSD—issued by GMO-Z.com Trust Company, Inc. (“GMO Trust”). The Stablecoin Terms apply to each electronic form or contract executed with respect to a Stablecoin whether or not any such transaction is with us and whether or not such person or entity is also an Account Holder. All persons or entities who obtain, use, hold, or transact Stablecoins, regardless of their status as GMO Trust customers or Account Holders, are users of the GYEN and ZUSD for purposes of these Stablecoin Terms (“Stablecoin Users”). 

Capitalized terms not otherwise defined herein will have the meanings ascribed to them in the Terms or in the Account Agreement where applicable. If there is any conflict between these Stablecoin Terms and the Terms or the Account Agreement, these Stablecoin Terms will govern with respect to the provisions herein. 

1. General

1.1. Your Agreement as a Stablecoin User.  By obtaining, using, or holding a Stablecoin issued by GMO Trust, you understand and expressly agree to the Stablecoin Terms, regardless of whether or not you are an Account Holder, and you acknowledge that you have reviewed and understand each of the disclosures made and provisions in these Stablecoin Terms, as well as the Terms and any applicable Account Agreement. If you do not agree to or accept all of the Stablecoin Terms, please immediately discontinue access to, and use of, all Products and Services offered by GMO Trust. These Stablecoin Terms apply to all Stablecoin Users, regardless of such Stablecoin User’s status as a User or Account Holder.

1.2. GYEN Description

1.2.1. At all times, one GYEN is a digital representation of one Japanese yen and is backed by reserves held in Japanese yen fiat currency under a custodial relationship managed by GMO Trust for the benefit of Stablecoin Users in accordance with the descriptions below. For example, if you Purchase one hundred GYEN with one hundred Japanese yen, one hundred Japanese yen will be transferred to a Stablecoin Omnibus Account (as defined below) as reserves to support the one hundred GYEN in circulation.

1.2.2. GMO Trust, itself and through its Fiat Custody Service Provider and/or Securities Custody Service Provider (as such terms are defined below), provides reserve management for the Japanese yen backing the GYEN so that each GYEN is backed by an equivalent amount of Japanese yen. The Japanese yen reserves backing the GYEN are held in fiat currency in Omnibus GMO Trust Accounts or in certain financial instruments held in a GMO Trust Treasury Account, as described in Section 7 of these Stablecoin Terms.  We may modify our reserve management program from time to time.

1.3. ZUSD Description

1.3.1. At all times, one ZUSD is a digital representation of one U.S. dollar and is backed by reserves held in U.S. dollar fiat currency or U.S. dollar denominated assets under a custodial relationship managed by GMO Trust for the benefit of Stablecoin Users in accordance with the descriptions below.  For example, if you Purchase one hundred ZUSD with one hundred U.S. dollars, one hundred U.S. dollars will be transferred to a Stablecoin Omnibus Account as reserves to support the one hundred ZUSD in circulation.

1.3.2. GMO Trust, itself and through its Fiat Custody Service Provider and/or Securities Custody Service Provider, provides reserve management for the U.S. dollars or U.S. dollar-denominated assets backing the ZUSD so that each ZUSD is backed by an equivalent amount of U.S. dollars. The U.S. dollar reserves backing the ZUSD are held in fiat currency in Omnibus GMO Trust Accounts or in certain financial instruments held in a GMO Trust Treasury Account, as described in Section 7 of these Stablecoin Terms. We may modify our reserve management program from time to time.

2. The Blockchain

2.1. Our Stablecoins are available on multiple blockchains. A list of our supported blockchains can be found here (each, a “Supported Blockchain”). It is possible that blockchains may at times experience backlogs, higher than normal transaction fees, changes to the network, failure, a Fork in the protocol, or similar occurrences affecting the operation of a blockchain. You understand that GMO Trust does not own or control any blockchain on which our Stablecoins are issued, and therefore we are not - and will not - be responsible for their operation (e.g., uptime, processing speeds, etc.), and further we make no guarantees, express or implied, regarding a network’s security, functionality, or availability.

2.2. Stablecoins may be accessible through software or other technology provided by third parties, including blockchains that are not Supported Blockchains (each such blockchain, an “Unsupported Blockchain”). GMO Trust does not guarantee the security or functionality of any third-party software, technology, or Unsupported Blockchain, and is not responsible for any losses of GYEN or ZUSD due to the failure of third-party software, technology, or Unsupported Blockchains.

2.3. Forks

2.3.1. You understand that a blockchain may be reproduced or changed by modification to its underlying operating rules or software protocol in such a way that results in more than one related version of the code becoming established and causing an alternative blockchain to emerge (a “Fork”). If a Fork occurs, it may result in the creation of a new branch of the Supported Blockchains, and we make no guarantees, express or implied, that such new branch will also constitute a Supported Blockchain.

2.3.2. GMO Trust will make reasonable efforts to monitor significant hard and soft Forks on Supported Blockchains and make a determination, based on a number of factors, about the circulation of our Stablecoins affected by such Forks; provided, however, that GMO Trust will have no obligation to respond to or otherwise evaluate any or all Forks.      

2.3.3. If a Fork occurs on a Supported Blockchain, you understand, acknowledge, and agree that we may temporarily or permanently suspend the issuance of Stablecoins on such Supported Blockchain, including Purchases, Redemptions, and Swaps. You understand, acknowledge, and agree that we have no obligation to monitor or otherwise support a Fork on an Unsupported Blockchain, and GMO Trust will not be responsible for the management, use, transaction, or related digital asset functions or operations on such blockchain. 

2.3.4. A Fork could result in the creation of two or more digital assets which purport to be Stablecoins. You understand and agree that only one such digital asset shall constitute a Stablecoin, and only the Stablecoins contained on a particular blockchain or protocol that we identify as a Supported Blockchain shall constitute Stablecoins. Any other digital assets created by a Fork which may purport to be Stablecoins shall not be Stablecoins, and GMO Trust will not be responsible for the management, use, transaction, or related digital asset functions or operations of such digital assets.

2.3.5. You understand and agree that we, in our sole discretion, may elect not to support the issuance or management of Stablecoins on a previously Supported Blockchain after a Fork (each, an “Unsupported Forked Network”). Stablecoins identified to be on an Unsupported Forked Network are not digital assets that we will support, and we may, in our sole discretion, take any actions that we deem necessary or appropriate, including but not limited to:

  • Not supporting digital assets labeled as a GMO Trust product on the Unsupported Forked Network that have been created as a result of the Fork where there may be duplication or conflict with validly generated Stablecoins;
  • Refusing to process redemption or transfer requests for GYEN or ZUSD submitted from the Unsupported Forked Network, or otherwise holding or delaying such actions; or
  • Determinations, in our sole discretion, about the redeemable value of Stablecoins. 

3. The Platform

3.1. If you are an Account Holder, subject to the terms of the Account Agreement, then through the Account Holder interface (the “Platform”), you may submit requests to: (i) transfer and convert Japanese yen or U.S. dollars, respectively, to the underlying fiat currency reserves to cause the equivalent amount of GYEN or ZUSD to be generated onto the blockchain (such process to generate the Stablecoin, a “Mint”), thereby increasing the total circulating supply of GYEN or ZUSD, respectively (such transfer of fiat and subsequent Mint, a “Purchase”); (ii) cause GYEN or ZUSD to be converted from the blockchain into its respective fiat currency (such process to burn the Stablecoin, a “Burn”) and withdraw the equivalent amount of Japanese yen or U.S. dollars from the underlying reserves, thereby decreasing the total circulating supply of GYEN or ZUSD, respectively (such Burn and withdrawal, a “Redemption” or “Redeem”); and (iii) cause GYEN or ZUSD to be converted from its cryptographic encoding on one blockchain and cryptographically re-generated on another blockchain, thereby transferring the Stablecoin’s value between blockchains (a “Swap”).

3.2. Stablecoins are Minted through a smart contract on a Supported Blockchain, and are recorded and traceable through such Supported Blockchain’s ledger for recording transactions.

3.3. The Platform is the primary access point to access GMO Trust Services and is limited to Account Holders of the Company. Access requires an established Account with us. Each Stablecoin purchased through the Platform is generated on a one-to-one (1:1) basis from its corresponding fiat currency.

3.4. Stablecoin Users will not be permitted to Purchase, Redeem, or Swap Stablecoins through the Platform or any other direct transaction process with GMO Trust, unless the Stablecoin User has established an Account and that Account is active. GMO Trust, at all times and in our sole discretion, reserves the right to delay, refuse, or reject any request by an Account Holder to Purchase, Redeem, or Swap Stablecoins through the Platform when, in our sole discretion, we believe it to be appropriate or necessary, including in the event of any of the circumstances described in these Stablecoin Terms, the Terms, or in the Account Agreement. 

3.5. Absent a basis not to redeem Stablecoin pursuant to these Stablecoin Terms, the Terms and/or any applicable Account Agreement, and provided that you meet all the other requirements for using Stablecoin, your Stablecoins are redeemable, subject to the redemption minimums described herein.

4. Stablecoin Transactions

4.1. Once you have Stablecoins, you can transfer, trade, keep, or use them to pay persons or entities that will accept our Stablecoins, or redeem them (if you are an Account Holder), subject to the limitations below.

4.2. Our Stablecoins are backed 1:1 by reserves, as further described in Sections 1 and 7.

4.3. We do not represent that the Site, Platform, or Services will be available without interruption and we do not guarantee that an order for the Purchase, Redemption, or Swap of Stablecoins will be executed, accepted, recorded, or remain open after you submit that order to us. Interruption or Downtime could result in the inability to Purchase, Redeem, or Swap for periods of time and may also lead to support response time delays. Site or Platform access and/or use may become degraded or unavailable at times, including times when there is significant usage. You hereby acknowledge and agree that GMO Trust will not be liable for any losses related to Site or Platform Downtime, interruption, transaction delays, or your access to or inability to access the Site or Platform.

4.4. Use of our Services to Purchase, Redeem, or Swap Stablecoins may take a period of time, such as several days, from when the request is initiated by you to the time that the Stablecoins or fiat currency, as applicable, are delivered to you.

4.5. Purchasing Stablecoins

4.5.1. You may Purchase Stablecoins from us only if you have an Account and are an active Account Holder in good standing. You may Purchase Stablecoins by transferring fiat currency from an account at a financial institution in your name and under your exclusive control, after having been approved by GMO Trust to convert the fiat currency into Stablecoins. Further, we require a valid Wallet address for delivery of the Purchased Stablecoin, which must always be under your exclusive control.

4.5.2. Prior to the placement of a Purchase request on the Platform, you will be required to review and confirm certain information, including:  the quantity of Stablecoins requested to be Purchased, the fees to be charged by the Platform, and the Wallet address to which the Stablecoin will be sent.  Once a Purchase request has passed compliance checks, it will be processed by GMO Trust.

4.5.3. Once a Purchase request has been approved, and we confirm the transfer of fiat currency into an Omnibus GMO Trust Account as defined herein, we will initiate the generation and transfer of Stablecoins to be credited into your Wallet. If a fiat currency transfer does not originate from a financial institution account under your exclusive control, it may be rejected and returned to the origination account. See Section 5 below for more information regarding final quantities of Purchased Stablecoins.   

4.5.3.1. Purchase requests for Stablecoins can only be submitted in whole units of either GYEN or ZUSD. We only generate stablecoins in non-fractional quantities, 1 GYEN or 1 ZUSD. See Section 5 below for more information regarding fractional amounts of fiat currency.

4.5.4. You represent and warrant that the fiat currency used to purchase Stablecoins is not derived from the proceeds of any criminal, fraudulent, or otherwise unlawful activity. If we, in our sole discretion, have reason to believe that you are not the owner of the funds used, or to be used, to Purchase Stablecoins, or if funds represent the proceeds of criminal, fraudulent, or otherwise unlawful activity, or if funds are transferred from an account determined to contain certain risk factors, we reserve the right to refuse to transfer any Purchased Stablecoin to you or refrain from establishing or maintaining an Account for you.

4.5.5. Stablecoins will be received less any fees charged by the Platform or by third-parties. See Section 5 below for more information regarding fees.

4.5.6. Once a Minting of a Stablecoin has been initiated and the appropriate assets have been credited and debited, the transaction may not be reversible.

4.5.7. GMO Trust may require a minimum amount for Purchase, which may be updated from time to time.

4.5.8. For more further information about how to Purchase Stablecoins, please refer to our FAQ page.

4.6. Redeeming Stablecoins

4.6.1. You may Redeem Stablecoins with us only if you have an Account and are an Account Holder in good standing. You may redeem Stablecoins through the GMO Trust process accessible through the Platform. Redemption may only occur through a Wallet in your exclusive control. In order to convert from the Stablecoins to respective fiat currency, a valid transfer or wire instruction to a valid bank account must be made. 

4.6.2. Prior to the placement of a Redemption order on the Platform, you will be required to review and confirm certain information, including:  the amount of the Redemption, the fee to be charged by the Platform, and the bank account and transfer instructions to which the fiat currency will be sent. Once a Redemption request has passed compliance checks, it will be processed by GMO Trust.

4.6.3. You will be provided a redemption address to which you can send your Stablecoins for the purposes of Redemption. Once we confirm that your Stablecoins have been transferred to such redemption address and validated that the Stablecoins are from a Wallet under your exclusive control, we will initiate a transfer of fiat currency to be credited to the bank account associated with your Account. If a Stablecoin transfer does not originate from a Wallet under your exclusive control, it may be rejected and returned to the origination Wallet. See Section 5 below for more information regarding final quantities of Redeemed Stablecoins.

4.6.3.1. ALL REDEMPTIONS WILL BE ON A ONE-FOR-ONE BASIS, NOTWITHSTANDING A CHANGE (IF ANY) IN THE MARKET VALUE OF A STABLECOIN. For example, (i) if you send 100 GYEN to the identified redemption address, GMO Trust will initiate a transfer of 100 Japanese yen, less any fees, to be credited into a bank account linked to your Account, or (ii) if you send 100 ZUSD to the identified redemption address, GMO Trust will initiate a transfer of 100 U.S. dollars, less any fees, to be credited into a bank account linked to your Account. See Section 5 below for more information regarding fractional amounts of fiat currency.

4.6.4. You represent and warrant that all Stablecoins that you Redeem do not represent the proceeds of any criminal, fraudulent, or otherwise unlawful activity. If we, in our sole discretion, have reason to believe that you are not the owner of the Stablecoins sought to be Redeemed, or if the Stablecoins sought to be Redeemed represent the proceeds of criminal, fraudulent, or otherwise unlawful activity, or if Stablecoins are transferred from a Wallet that does not comply with the requirements in the Terms, Account Agreement, these Stablecoin Terms, or applicable law, we reserve the right to refuse to Redeem any Stablecoin or refrain from establishing or maintaining an Account for you.

4.6.5. Fiat currency will be received less any fees charged by the Platform or third-parties. See Section 5 below for more information regarding fees.

4.6.6. Once a Burning of a Stablecoin has been initiated and the appropriate assets have been credited and debited, the transaction may not be reversible.

4.6.7. GMO Trust may require a minimum amount for Redemption, which may be updated from time to time.

4.6.8. For further information about how to Redeem Stablecoins, please refer to our FAQ page. 

4.7. Swap of Stablecoins

For Swaps of GYEN or ZUSD, a transfer request must be made through your Account to authorize the process for transferring the Stablecoin value from one blockchain to another. Swaps are only eligible to occur on Supported Blockchains. 

4.8. Transactions on Secondary Markets

4.8.1. Stablecoins may be purchased, sold, traded, or distributed on certain secondary marketplaces, platforms, and exchanges (including both centralized and decentralized exchanges) operated by unaffiliated third parties where marketplace participants can sell, purchase, transfer, and otherwise transact in digital assets, including our Stablecoins (each, a “Secondary Market”).

4.8.2. Stablecoins may not be compatible with all Secondary Markets, and we make no guarantees about the availability or functionality of any Secondary Market or its compatibility or interoperability with any of our Stablecoins. You acknowledge and agree that all Stablecoin purchases, sales, and transfers on or through Secondary Markets or otherwise outside of the Platform are entirely and exclusively at your own risk. Further, you acknowledge and agree that we are not liable for any loss incurred by you in connection with any transaction that takes place on or through a Secondary Market or on or through any other third-party sites or services, and that GMO Trust has no responsibility or control over how such external sites, services and/or platforms (including Secondary Markets) operate or over the price of Stablecoins on any such external sites, services and/or platforms (including Secondary Markets). 

4.8.3. You further warrant and covenant that you will not sell GYEN or ZUSD to a New York Resident (as defined in 23 NYCRR § 200.2(h)) unless such sales are authorized by applicable law.

5. Fees; Purchase / Redemption Amounts

5.1. Our Fees

5.1.1.  GMO Trust may charge you fees for Purchasing and Redeeming Stablecoin on the Platform. An overview of our fees on Purchase and Redemption is set forth here. We reserve the right to, and you agree that we may, offset our fees against any amount of fiat currency or Stablecoin to be delivered by us to you in relation to a transaction request. Because of such fees and/or offset, amounts of fiat or Stablecoin received into your account at your financial institution or into your Wallet may be less than what you were expecting to receive.

5.1.2.  We reserve the right to change or modify our fee structure or increase any of our fees at any time and from time to time. Any such changes, modifications, or increases will be effective upon posting such changes, modifications, or increases on the Site.  Your first use of your Account following the posting on the Site of any changes to the fees will constitute your acceptance of such changes.  If you do not agree to the posted changes, you may close your Account as provided in your Account Agreement.

5.2 Fees of Other Service Providers

5.2.1. We may incur fees from third-party service providers in the course of processing your Purchase or Redemption request.  To the extent GMO Trust incurs fees from third-party service providers, GMO Trust reserves the right to, and will, charge you for such fees by reducing the fiat balance owed to you in a Redemption or reducing the amount of Stablecoin Minted in a Purchase request, each by the amount of fees incurred by us to process your Purchase or Redemption.  Such fees may include, but are not limited to, (i) foreign exchange fees; (ii) wire transfer fees; (iii) fees related to amounts rejected by financial institutions or service providers because of incorrect information (e.g., incorrect name, unauthorized account, etc.) provided by you; (iv) any fees to return fiat to your account at your financial institution if we reject or cancel a Purchase or Redemption order (see Section 5.5 below); etc. 

5.2.2.  In addition, your financial institution and/or the provider of your Wallet may directly charge you transactional and other fees, such as blockchain network mining or gas fees and wire transfer fees related to Purchasing or Redeeming Stablecoin.  It is your responsibility to understand, and we take no responsibility or liability for indemnifying or covering any fees that will be charged to you, or charged against amounts of fiat or Stablecoin that you are trying to send to or receive from us, by your financial institution, Wallet provider or other third-party service provider engaged by you.  Because of such fees from third-party service providers, amounts of fiat or Stablecoin received into your account at your financial institution or into your Wallet may be less than what was sent by us to your account or Wallet, or amounts that we receive may be less than what you intended to send or less than amounts indicated in your transaction request.

5.3. Purchase Amounts

5.3.1. Purchase requests for Stablecoins may only be submitted, and will only be Minted, in whole, non-fractional units of either 1 GYEN or 1 ZUSD.  Purchase requests must be equal to or greater than our minimum requirement, or the request will be rejected (see Section 5.5 below).  See here, as well as the transactional page for Purchases on our website, for information on our minimum Mint and Burn amounts.

5.3.2. We do not, and will not, custody or hold fiat currency on behalf of any person, other than fiat currency held as reserves for the Stablecoins (see Section 7 below).  In addition, we do not, and will not, custody or hold Stablecoin on behalf of any person and we do not provide Wallets to customers.  Therefore:

5.3.2.1.  If we receive an amount of fiat currency greater than the amount indicated in your Purchase request, we will Mint and deliver to the Wallet you have identified an amount of Stablecoin (rounded down to the nearest whole Stablecoin) that can be purchased with the full amount of fiat received, even if that amount is greater than that indicated in your Purchase request.

5.3.2.2.  If we receive your Purchase request, and your financial institution delivers fiat to us in an amount less than your Purchase request because of, among other reasons, an error on your part or because your financial institution has deducted their fees from your fiat transfer amount, then, subject to the facts that we will only Mint Stablecoins (i) in non-fractional quantities, and (ii) subject to our minimum Mint requirement, we will only Mint and deliver to the Wallet you have identified the amount that may be Purchased with the amount of fiat currency received, even if that amount is less than that indicated in your Purchase request.

5.3.2.3.  We only Mint Stablecoin in whole amounts (see 5.3.1 above).  If we receive fiat currency in an amount that is not a whole dollar or yen amount (for any reason, such as, but not limited to, your error or your financial institution deducting a non-whole dollar or yen amount of fees prior to transferring the fiat currency to us), then we will round the Minted amount down to the next whole Stablecoin amount and transfer that amount to the Wallet you have identified to us.  You acknowledge and agree that it is not practical or feasible to transfer by wire, through financial institutions, amounts less than a whole dollar or whole yen, and therefore, if we are required to round fiat amounts down to the next whole currency unit, you acknowledge and agree that we will retain the fractional dollar or yen amount as a fee for the Stablecoin services provided to you.

5.3.3.  If you send fiat currency to our financial institution account or any other account controlled by GMO Trust, and (i) you do not submit a Purchase request along with your transfer or (ii) the amount of the Purchase request is less than our minimum requirement, we will either (a) delay any Purchase transaction until we receive appropriate information or the appropriate minimum Purchase request, or (b) transfer the fiat currency back to your financial institution account on file with us or to the financial institution account from which the fiat was received, and any fees incurred by us in returning fiat will be charged to you and your sole responsibility.  We reserve the right to deduct from the fiat received any such fees incurred by us, prior to transferring the fiat to you.  The financial institution holding the account may also charge fees to you, rather than to us, for which you are solely responsible.

5.4. Redemption Amounts

5.4.1. Redemption requests for Stablecoins may only be submitted, and will only be Burned, in whole, non-fractional units of either 1 GYEN or 1 ZUSD.  Burn requests must be equal to or greater than our minimum requirement, or the request will be rejected (see Section 5.5 below). See here, as well as the transactional page for Redemptions on our website, for information on our minimum Mint and Burn amounts.

5.4.2. We do not, and will not, custody or hold fiat currency on behalf of any person, other than fiat currency held as reserves for the Stablecoins (see Section 7 below).  In addition, we do not, and will not, custody or hold Stablecoin on behalf of any person and we do not provide Wallets to customers.  Therefore:

5.4.2.1.  If you transfer Stablecoin to our redemption address/Wallet, and the amount of Stablecoin received by us is, for any reason, less than or greater than the amount indicated in your Redemption Request, then subject to the amount of Stablecoin received being greater than our minimum requirement, we will Burn the amount received, and deliver to you the Redemption amount of fiat associated with the amount received, even if that amount is less than or greater than that indicated in your Redemption request. 

5.4.2.2.  If you send Stablecoins to a redemption address or any Wallet or blockchain address controlled by GMO Trust, and the transfer of Stablecoins is accompanied by a Redemption Request, but either the Redemption request or the amount of Stablecoins received from you is less than our minimum Burn amount (see Section 5.4.1 above), then we will either (a) delay any Redemption transaction until we receive appropriate information or the appropriate minimum Redemption, or (b) transfer the Stablecoins back to the Wallet from which the Stablecoins were received or the Wallet address you have provided us on file without Redeeming.  Any fees incurred by us in returning Stablecoins will be charged to you and your sole responsibility.  We reserve the right to deduct from the Stablecoin received any such fees incurred by us, prior to transferring the Stablecoin back to you.  Your financial institution or Wallet provider may also charge fees to you, rather than to us, for which you are solely responsible.

5.4.3.  If you send Stablecoins to a redemption address or any Wallet or blockchain address controlled by GMO Trust, and you do not submit a Redemption request along with your transfer, GMO Trust may be unable to initiate a return transfer of such Stablecoins, to Redeem such Stablecoins and/or to transfer fiat currency to the applicable bank account, or otherwise follow the Redemption process (e.g., compliance checks) described above.  GMO Trust reserves the right to keep the Stablecoin or any underlying fiat currency, and you forfeit your rights to the Stablecoins you transfer to us or to any rights of the underlying fiat currency.

5.5. Rejection or Cancellation of Orders

Once you initiate a transaction, you are not entitled to a return of fiat funds or Stablecoin that you transfer to us as part of the transaction.  GMO Trust reserves the right to cancel or nullify orders in the event that the order contains a bug, a mistake, fails to meet the minimum Mint or Burn amount, or an actual or suspected breach of these Stablecoin Terms, the Terms, or your Account Agreement. 

5.6. Responsibility with Regard to Amounts

It is your sole responsibility to ensure that you, your Wallet provider and/or your financial institution transfer correct amounts of Stablecoin and/or fiat currency, as applicable, in relation to your Purchase, Redemption or Swap requests. 

5.7. Incorrect or Erroneous Transfers of Stablecoins

If you transfer a Stablecoin to blockchain addresses that are inactive, not intended to be used as Wallet addresses, incorrectly provided or entered, no longer under the exclusive control of the intended transferee, or otherwise incompatible with the use of Stablecoins in accordance with the Terms, Stablecoin Terms, and this Account Agreement (such addresses, “Unsuitable Addresses”), those GYEN or ZUSD are generally unrecoverable. Such transfers could include, but are not limited to, (i) providing GMO Trust with Unsuitable Addresses for the transfer of Stablecoins Purchased by Account Holder or (ii) your transfer of Stablecoins to an Unsuitable Address, whether or not such transfer was intended to be made to a blockchain address exclusively controlled by GMO Trust or a third party. You acknowledge and agree that GMO Trust is not responsible for any losses you may incur as a result of such a transfer.

5.8. Incorrect or Erroneous Transfers of Fiat Currency

If you transfer fiat currency to bank accounts that are inactive, not intended to be used as bank accounts addresses, incorrectly provided or entered, no longer under the exclusive control of the intended transferee, or otherwise incompatible with the use of Stablecoins in accordance with the Terms, Stablecoin Terms, and this Account Agreement (such addresses, “Unsuitable Bank Accounts”), that fiat currency may be unrecoverable. Such transfers could include, but are not limited to, (i) providing GMO Trust with Unsuitable Bank Account for the transfer of fiat currency to Account Holder or (ii) your transfer of fiat currency to an Unsuitable Bank Account, whether or not such transfer was intended to be made to a bank account exclusively controlled by GMO Trust or a third party. You acknowledge and agree that GMO Trust is not responsible for any losses you may incur as a result of such a transfer.

6. Freezes and Upgrades

On certain Supported Blockchains and as part of the Services, GMO Trust has the ability and the right to freeze and upgrade all Stablecoins (in some instances, on an aggregate basis), regardless of where the Stablecoins are being held. GMO Trust will use reasonable efforts to provide prior notice of any freeze or upgrade and inform holders of Stablecoins of the reasons and consequences of the freeze and/or upgrade; provided, that, such notice may not be practicable or permissible in certain circumstances, including, but not limited to, court order or sanctions/anti-money laundering concerns. GMO Trust will use reasonable efforts to use the freeze and/or upgrade feature only under limited circumstances.

7. Fiat Currency Reserve and Account Maintenance 

7.1. You acknowledge, agree, and grant without reservation that GMO Trust has the authority to manage and maintain the reserves for the Stablecoins, including the authority to manage, oversee, and, where applicable, delegate administrative responsibilities, and delegate to third-party service providers when necessary (as determined by GMO Trust in its sole discretion) any and all Stablecoin Omnibus Accounts (as defined below).

7.2. The fiat currency U.S. dollar and Japanese yen reserves for the outstanding ZUSD and GYEN Stablecoins, respectively, may be held, in aggregate, in one or more omnibus deposit accounts (each, an “Omnibus GMO Trust Account”) at a U.S. depository institution (a “Bank”) insured by the Federal Deposit Insurance Corporation (“FDIC”) in the manner described in this Section.

7.3. In addition, or in the alternative, the U.S. dollar reserves held as the underlying reserves for the outstanding ZUSD, may be held in an account at one or more financial institutions in the form of (i) U.S. Treasury bills acquired by GMO Trust three months or less from their respective maturities; (ii) reverse repurchase agreements fully collateralized by U.S. Treasury bills, U.S. Treasury notes, and/or U.S. Treasury bonds on an overnight basis; (iii) shares of government money market mutual funds; or (iv) other financial instruments as approved by GMO Trust’s regulator, in each instance held in accounts (each, a “GMO Trust Treasury Account”) as described in this paragraph and below (together with the Omnibus GMO Trust Accounts, the “Stablecoin Omnibus Accounts”). 

7.4. By obtaining or using one of our Stablecoins, you hereby acknowledge, understand, and accept, whether or not you are an Account Holder, any risks associated with our holding (through one or more Banks, Fiat Custody Service Providers, or Stablecoin Omnibus Account providers) and maintenance of the fiat currency reserves that back the GYEN and ZUSD.

7.5. Each Omnibus GMO Trust Account is: (i) separate from our business and operating bank accounts; (ii) established solely for reserves for Stablecoins; and (iii) a deposit relationship or a custodial relationship with each Bank where the fiat currency reserves are held as described above.  Please refer to Section 7.10 for further information on fiat currency through a Fiat Custody Service Provider.

7.6. Each GMO Trust Treasury Account is: (i) held at a financial institution that is domiciled in the U.S.  (a “Securities Custody Service Provider”); (ii) under the control of GMO Trust; (iii) separate from our business and operating accounts; (iv) established solely for reserves for Stablecoins; (v) managed by a registered financial advisor; (vi) accessible to and held by a qualified custodian under a custodial relationship; and (vii) the monies within which are used to purchase the instruments described in Section 7.3 above. 

7.7. Fiat currency held as reserves may be diversified across one or more Omnibus GMO Trust Accounts at one or more Banks. Some or all fiat currency reserves are held or may be held in Stablecoin Omnibus Accounts that do not receive any interest or other earnings. Alternatively, some or all fiat currency reserves are held or may be held in Stablecoin Omnibus Accounts that do receive interest and/or other earnings and, in such case, we retain such interest and earnings as a fee (which may be shared with other Fiat Custody Service Providers or Stablecoin Omnibus Account providers) equal to the amount of any interest and/or other earnings attributable or allocable to the amount of fiat currency reserves or other non-fiat reserves backing the GYEN or ZUSD. This fee amount will constitute payment for access to the Products and Services that have been made available under the Terms, these Stablecoin Terms, and any Account Agreement. For the avoidance of doubt, in the event GYEN or ZUSD are held by Stablecoin Users that are not Account Holders, a fee equal to any potentially allocable interest is likewise retained by us. Stablecoin Users are not entitled to, and will not receive, any interest or earnings on reserves held in any Stablecoin Omnibus Account. You hereby agree and authorize us to collect the payment, equal to the amount of allocable interest or any other earnings made, payable, due, or owed to the Stablecoin Omnibus Accounts.

7.8. GMO Trust does not have a reversionary interest in any of our Stablecoin Omnibus Accounts, and a Stablecoin User’s rights to the assets held in Stablecoin Omnibus Accounts are limited to the fiat currency corresponding to the amount of GYEN or ZUSD that Stablecoin User possesses.

7.9. You understand that, although you may be an Account Holder and/or a Stablecoin User and can access our Services, at no time will any instruction from you to access the Stablecoin Omnibus Accounts be valid or enforceable, and further you expressly agree to refrain from making any such request, as it would be a violation of the Terms, these Stablecoin Terms and any applicable Account Agreement.

7.10. Fiat Custody Service Provider

7.10.1. You understand and agree that fiat currency transactions may be handled by a Fiat Custody Service Provider instead of GMO Trust. Our Fiat Custody Service Provider may be a Bank or a technology partner that maintains a relationship with a Bank, either of which may require a separate account, in which case such Fiat Custody Service Provider will maintain its own new account and onboarding process to establish and fund a fiat currency account. In such instances, you are responsible for establishing your own account with the Fiat Custody Service Provider (separate from your Account with GMO Trust) for the deposit and receipt of fiat currency transfers, adhering to the terms and conditions of service of such Fiat Custody Service Provider, and carrying out the necessary steps to link your Account, and any account controlled by you at another financial institution, with your Fiat Custody Service Provider account.

7.10.2. GMO Trust may permit websites owned and operated by a Fiat Custody Service Provider to have access to the Platform in order to serve the limited purpose of providing data from that third-party website into your user interface about the availability of fiat currency for the Purchase or Redemption of the Stablecoins.

7.10.3. You agree and authorize us to share information as necessary with the Fiat Custody Service Provider applicable to your Account, including your name, address, and other information that identifies your Account. Information or data that is received or transmitted may include the balance in your Account with us and/or account with the third-party. Additionally, you authorize information related to your Account with us, including balances and transaction histories to be shared with the relevant Fiat Custody Service Provider and any websites it may own or operate. 

7.10.4. GMO Trust is not responsible and will not be liable for any acts or omissions occurring through a Fiat Custody Service Provider website, including data loss, theft, or compromise, and does not guarantee the accuracy of any information communicated by a third-party website, including the verification and/or display your fiat account balance.

7.10.5. For a Purchase of Stablecoin using fiat held through accounts with or established by a Fiat Custody Service Provider, a Purchase request must first be made through your Account and must be reviewed and approved by GMO Trust.  A subsequent transfer of fiat currency to a Stablecoin Omnibus Account as directed by the Fiat Custody Service Provider (when appropriate) will be required in order for the Stablecoin to be generated and transferred to the Wallet address you provide us.

7.10.6. For Redemption of GYEN or ZUSD where fiat will be received in accounts with or established by a Fiat Custody Service Provider, a Redemption request must first be made through your Account and must be reviewed and approved by GMO Trust before the fiat currency value of such GYEN or ZUSD in Japanese yen or U.S. dollars, respectively, is credited to your bank account linked to your Account by the Fiat Custody Service Provider.

7.11. Fiat Currency Account Disclosures

7.11.1. To be eligible to participate in any FDIC pass-through insurance that may be available in respect of fiat reserves held at a Bank in an Omnibus GMO Trust Account, a Stablecoin User must be an Account Holder and provide GMO Trust with information necessary to allow it to keep books and records to allow such participation. If a Stablecoin User is not an Account Holder and does not provide GMO Trust with such information, such Stablecoin User may not be able to benefit from FDIC pass-through insurance protections. 

7.11.2. The portion of reserves (corresponding to the amount of GYEN or ZUSD that you hold) held in GMO Trust Treasury Accounts in non-fiat assets (as described in Section 7.3 above) are not fiat currency and are not FDIC-insured and that portion of reserves underlying your GYEN or ZUSD is therefore not eligible for FDIC pass-through insurance.

7.11.3. One or more Omnibus GMO Trust Accounts at Banks may be established and/or maintained under which pass-through FDIC insurance may be available to Account Holders up to the per-depositor coverage limit then in place (currently $250,000 per individual per Bank). The list of FDIC-insured Banks at which the Fiat Custody Service Provider may place (i) fiat currency deposits or (ii) fiat currency reserves in Omnibus GMO Trust Accounts for the Stablecoins is available at: https://www.etana.com/disclosures. The list of FDIC-insured Banks at which we may place fiat currency reserves in Omnibus GMO Trust Accounts is available here. If you also hold other deposits at one of these Banks, this may limit the total amount of pass-through FDIC insurance available to you. 

7.11.4. Availability of pass-through FDIC insurance is contingent upon (i) us and/or the Fiat Custody Service Provider having correct information about you as an Account Holder and/or Fiat Custody Service Provider customer, (ii) us and/or the Fiat Custody Service Provider maintaining accurate records, and (iii) on determination by the FDIC as receiver, at the time of a receivership of a Bank holding an Omnibus GMO Trust Account, that all regulatory conditions have been satisfied. 

7.11.5. PASS-THROUGH FDIC INSURANCE IS LIMITED TO STABLECOIN USERS THAT HAVE BEEN ONBOARDED BY US AS ACCOUNT HOLDERS AND THAT HAVE ACCESS TO DIRECTLY PURCHASE OR REDEEM THE GYEN AND/OR ZUSD THROUGH THE PLATFORM. SECONDARY MARKET PURCHASERS AND HOLDERS ARE NOT ABLE TO BENEFIT FROM FDIC PASS-THROUGH INSURANCE UNLESS THEY ALSO BECOME AN ACCOUNT HOLDER. 

7.11.6. Pass-through FDIC insurance is not limited to the citizens and residents of the United States, and pass-through FDIC insurance may be available for deposits denominated in foreign currency, including Japanese yen, that are held in a Bank in the United States. In accordance with FDIC regulations, deposit insurance for deposits of foreign currency is determined and paid in the amount of U.S. dollars that is equivalent in value to the amount of the deposit denominated in the foreign currency as of the close of business on the date of default of the Bank. The exchange rates to be used for such conversions are the 12 PM (U.S. Eastern Time) rates quoted for major currencies by the Federal Reserve Bank of New York as of the date of default of the Bank, unless the deposit agreement specifies that some other widely recognized exchange rates are to be used for all purposes under that agreement, in which case, the rates so specified will be used for such conversions. 

7.11.7. GMO Trust is not an FDIC-insured bank, and neither the Fiat Custody Service Provider nor Securities Custody Service Provider are FDIC-insured banks. No fiat currency deposits are insured by us or, except as set forth above, by any government agency. As noted above, digital assets, including your GYEN and ZUSD, are not insured and not subject to FDIC protections. You understand that in no event will GMO Trust, the Fiat Custody Service Provider or the Securities Custody Service Provider be construed to be representing otherwise.

8. Unauthorized Use of Stablecoins

WE MAY BLOCK OR FREEZE, TEMPORARILY OR PERMANENTLY, YOUR USE OF, AND ACCESS TO, A STABLECOIN OR THE FIAT CURRENCY RESERVED AGAINST YOUR STABLECOIN IF WE ARE REQUIRED TO DO SO BY LAW OR BY ACTION OF A REGULATOR HAVING JURISDICTION OVER US, AND INCLUDING BY COURT ORDER OR OTHER LEGAL PROCESS, OR IF WE DETERMINE IN OUR SOLE DISCRETION THAT (1) USE OF THE STABLECOIN IS ASSOCIATED WITH UNLAWFUL ACTIVITY, ACTIVITY THAT IS PROHIBITED OR SANCTIONABLE UNDER SANCTIONS, OR ACTIVITY THAT OTHERWISE VIOLATES THE TERMS OR THESE STABLECOIN TERMS, OR (2) YOU OR THE BLOCKCHAIN ADDRESS AT WHICH YOUR STABLECOIN IS LOCATED ARE SUBJECT TO SANCTIONS OR ASSOCIATED WITH A COUNTRY, TERRITORY, OR PERSON SUBJECT TO SANCTIONS, OR ACTIVITY THAT IS PROHIBITED OR SANCTIONABLE UNDER SANCTIONS. YOUR STABLECOIN AND THE FIAT CURRENCY RESERVED AGAINST YOUR STABLECOIN MAY BE SUBJECT TO SEIZURE OR FORFEITURE BY LAW ENFORCEMENT OR ANOTHER LEGAL ENTITY OR AUTHORITY HAVING JURISDICTION OVER US, AND WE WILL COMPLY WITH LEGAL PROCESS IN RESPECT THEREOF.

ANY STABLECOIN OR FIAT CURRENCY RESERVED AGAINST STABLECOINS THAT ARE SUBJECT TO BLOCKING OR FREEZING (INCLUDING AS DESCRIBED ABOVE), SEIZURE, FORFEITURE, OR SIMILAR LIMITATION ON THEIR USE IMPOSED BY LAW OR LEGAL PROCESS MAY BE SEIZED, DESTROYED OR OTHERWISE BECOME UNRECOVERABLE AND UNUSABLE, AND YOU MAY FORFEIT ANY RIGHTS ASSOCIATED WITH SUCH STABLECOIN OR FIAT CURRENCY RESERVED AGAINST SUCH STABLECOINS.

THIS SECTION APPLIES TO ALL STABLECOIN USERS, REGARDLESS OF WHETHER THE HOLDER IS AN ACCOUNT HOLDER AT GMO TRUST.

BY USING, HOLDING OR ACQUIRING ANY OF OUR STABLECOINS, YOU AGREE THAT WE MAY TAKE THE ACTIONS SET FORTH IN THIS SECTION AND THAT WE WILL NOT BE LIABLE TO YOU THEREFORE.

9. Disclosure of Information

9.1. As a Stablecoin User and/or Account Holder, you acknowledge and agree that we may share any information concerning you, your Account (if any), or your use of our Services or Products:

9.1.1 With one or more technology providers GMO Trust has partnered with to allow for access to the provider’s platform;

9.1.2 With law enforcement, regulatory authorities, tax authorities (including the US Internal Revenue Service pursuant to the Foreign Account Tax Compliance Act, to the extent it applies), self-regulatory organizations (such as those that operate digital asset exchanges) and officials, or other third parties when we are compelled to do so by a subpoena, court order, or similar legal procedure, or when we believe in good faith that the disclosure of your information is necessary to prevent physical harm or financial loss, to report suspected illegal activity, or to investigate violations of the Terms, Stablecoin Terms, or any other applicable policies;

9.1.3 With third parties, such as vendors, agents, contractors, and our advisors (e.g., legal, financial, business, or other advisors), in order to administer our Products and Services, including to verify your identity, monitor transactions, and conduct screening and due diligence checks;

9.1.4 In connection with a merger, acquisition, or otherwise as set forth in the Terms or Stablecoin Terms, or in an Account Agreement (if any); and

9.1.5 As permitted or required by applicable law.

9.2. Please refer to our Privacy Policy for more information on the use of your personal information.

10. Disclaimers of Certain Risks

10.1. We do not own or control any underlying software protocols for any blockchains, digital asset networks such as cryptocurrency exchanges, or other platforms for conducting transactions of digital assets other than the GMO Trust Platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. You acknowledge that we are not responsible for the operation of the underlying network protocols, and we make no guarantees regarding their security, functionality, or availability.

10.2. You acknowledge and agree that we reserve the right to refuse any request to Purchase, Swap, or Redeem GYEN or ZUSD products to their corresponding fiat currency value when we deem such refusal appropriate in our sole discretion, and you understand that we are not required or expected to provide explanation for the basis of such refusal.

10.3. The following is a non-exhaustive list of certain risks which may, or may at times, be applicable to the Stablecoins or other Products, to your Account, and/or to your use of the Site, Products, or Services:

  • Risk of Loss. The risk of loss in trading digital assets on secondary markets, such as digital assets exchanges or similar venues, may be substantial, and substantial losses may occur in a short period of time. GMO Trust will not be liable for such losses.
  • Risk of Price Fluctuation. The price and liquidity of digital assets on secondary markets, such as digital assets exchanges or similar venues, can fluctuate. You understand that GYEN or ZUSD may be paired (on digital asset exchanges, for example) with other digital assets or fiat currencies, and may be subject to fluctuations in price relative to other assets, or parity with other markets. Whether occurring through traditional fiat foreign exchange markets, digital asset exchange platforms, or otherwise, GMO Trust will under no circumstances be responsible or liable for such price fluctuation on secondary markets.
  • Regulatory Risk. Legislative and regulatory changes or actions at the state, provincial, federal, or international level may adversely affect the use, transfer, exchange, and value of digital assets in general and thereby have a direct or indirect impact on the usage, transferability, and exchangeability of the Stablecoins. The Products or Services may be or become limited or unavailable in certain jurisdictions.
  • Unsupported Blockchain Forks. A blockchain may Fork (as defined above and further described above in Section 2.6), and in such event where there is a Fork to a blockchain on which the Stablecoins are issued, GMO Trust reserves the right, in our sole discretion, to determine whether to support the blockchain network that has been created as a result of the Fork.
  • Stablecoins are not legal tender. The Stablecoins are not legal tender and are not intended to serve as a substitute for such; the Stablecoins are not backed by any government and are not subject to FDIC or Securities Investor Protection Corporation (“SIPC”) protections. The value of the Stablecoins is pegged at the time of generation to its corresponding fiat value and subject to monthly attestation reports. 
  • Transactions are Irreversible. Transactions of digital assets recorded in blockchain records are not reversible, and accordingly Stablecoin transactions are not able to be reversed. Any or all losses due to fraudulent or accidental transactions may not be recoverable. GMO Trust will not be liable for any losses in value or possessory rights resulting from fraudulent or accidental Stablecoin transactions.
  • Variance in Blockchain Records. Certain blockchain records are created with time and date information identifying when the block was created or another reference for the time and date stamp, which is not necessarily the date or time that you or any other person initiated or completed the transaction. GMO Trust will not be responsible or liable for the blockchain record creation, including accuracy of the time and date stamp, for any transactions involving digital assets. Further, you acknowledge that such record creation is neither within the control nor the responsibility of GMO Trust.
  • Market Participant Risk. There is no representation, promise, guarantee, or any other assurance that any individual person, business entity, or other participant in the marketplace that accepts Stablecoins as a payment today will continue to do so in the future. GMO Trust is not responsible and will not be liable for parties’ participation or non-participation in the marketplace.
  • Market Risk Exposure. The nature of digital assets, including Stablecoins, may lead to an increased risk of fraud or cyberattack or other security vulnerabilities, and may cause technological difficulties that prevent, limit, or otherwise impair access to, or use of, your digital assets. GMO Trust is not responsible for losses, including loss of Stablecoins, resulting from any compromises to your Account through hardware or software that is under your control.

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