Account Agreement
We are pleased to provide you with our Account Agreement (together with any fee schedules as may be amended from time to time, the “Account Agreement”), which applies to your access and use of the Site, the Platform, and the Products and Services. This Account Agreement incorporates in full and by reference the Terms and Conditions of Use available here (the “Terms”) and the Stablecoin User Terms & Conditions available here (the “Stablecoin Terms”), and by agreeing to this Account Agreement you are also agreeing to abide by the Terms and Stablecoin Terms in their entirety. We urge you to carefully review the Terms and Stablecoin Terms as amended and supplemented by this Account Agreement and keep it for future reference. We are here to answer any questions you may have. Please feel free to email us with any questions at contact@gmo-trust.com.
In this Account Agreement, all of the authorized users on your account may be referred to collectively as “you,” “your,” or “Account Holder”; and GMO-Z.com Trust Company, Inc. may be referred to as “us,” “we,” or “GMO Trust.” Collectively, the Account Holder and GMO Trust may be referred to as the “Parties” or individually as a “Party.” Capitalized terms not otherwise defined herein will have the meaning ascribed to them in the Terms or Stablecoin Terms. If there is any conflict between the terms of this Account Agreement and those of the Terms or Stablecoin Terms, this Account Agreement will govern with respect to the provisions herein.
1. General Acknowledgements
1.1 You hereby understand, acknowledge, and agree to the following terms and conditions:
(a) You have submitted an application through the Site to open an Account (as defined below), and our acknowledgment to you of the application, our approval for opening an Account (through an email confirmation to the email address provided during the application process), and our acceptance of your executed Account Agreement bind you and us under the Terms, Stablecoin Terms, and this Account Agreement.
(b) This Account Agreement and any other agreement between you and us describes our relationship with you. Please carefully read this Account Agreement, the Terms, and the Stablecoin Terms and save them for future reference.
(c) All of the information that you have provided to us to establish your Account is current and valid, and you will provide to us on an on-going basis accurate and updated relevant information, including the information requested and to be retained by us under Section 3.2 below and any other information that we may request or require from time-to-time.
(d) You agree that we may, in our sole discretion, waive any fee, charge, term, or condition set forth in this Account Agreement and the Funds Transfer Notice for bank wire transfers attached as an Appendix hereto, at the time the Account is opened or later, on a one-time basis or for any period, without changing the terms of the Account Agreement or your obligation to be bound by the Account Agreement, and we need not provide similar waivers in the future or waive our rights to enforce the terms of this Account Agreement.
(e) We are not responsible for any loss or damage incurred by you as a result of your access or use of the Site, Products, Services, or Content or for your failure to understand the nature of digital assets, including the design and use cases of the Stablecoins, the market for distributed ledger technologies, or digital assets in general, including the risks associated with holding and/or transacting with the Stablecoins.
(f) Certain information about you and your Account may be shared with service providers that we use, including our custodian of fiat currency deposits (such custodian, a “Fiat Custody Service Provider”).
(g) We, at all times and in our sole discretion, reserve the right to delay, refuse, or reject any request by an Account Holder to Purchase, Redeem, or Swap (each as defined in the Stablecoin Terms) the Stablecoins through the Platform, and further we reserve the absolute right to suspend or close your Account at any time that we deem reasonable or necessary to do so without prior notice to you.
(h) You agree that any use of the Site, Products, Services, or Content will be for the purposes expressly permitted and contemplated by the Terms, Stablecoin Terms, and this Account Agreement, and that you will not use the Site, Products, Services, or Content for any other purposes without our express prior written consent.
2. Account
2.1. An individual account may only have one Account Holder and a business account may have more than one individual authorized to act for the single business Account Holder (each type of account, an “Account”). Each Account Holder is authorized to log into the Site and access the Platform and the Services.
2.2. An Account provides Account Holders access to the Platform. Only Account Holders may access the Platform and Services. Only Account Holders may Purchase, Redeem, or Swap Stablecoins with GMO Trust. You agree to the responsible and ethical use of your Account at all times, and you and we agree that your access and use of the Account will be subject to the Terms, Stablecoin Terms, and this Account Agreement.
2.3. We reserve the right to send electronic mail or other messages to Account Holders for the purposes of providing you information about your Account and about our Products or Services. Please see our Privacy Policy regarding certain direct marketing.
2.4. 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 an account separate from your GMO Trust Account and an account on-boarding process separate from that of GMO Trust. See the Stablecoin Terms, incorporated herein by reference, for further information about our and your relationship with a Fiat Custody Service Provider.
3. Account Holder
3.1. This Account Agreement is binding on the Account Holder, the Account Holder’s personal representatives, authorized agents, executors, administrators, and successors, and on our successors and assignees.
3.2. Account Holder Qualifications
(a) You must be at least eighteen (18) years old and reside (or in the case of an institutional or corporate Account Holder, such institution or corporation must be formed) in a jurisdiction where the Site, Products, and Services are available to consumers (a “Supported Jurisdiction”). Currently, there are some jurisdictions, including states within the United States and sovereign countries, where the Site, Products, and Services are not available. A list of Supported Jurisdictions is located here. GMO Trust will not be liable for any changes in access to the Site or our Products and Services that result from legislative or regulatory developments.
(b) You may only become an Account Holder upon your submission of a completed application through the Site, meeting the Account eligibility requirements in this Section, and our review and verification of your identity and expected Account usage, including, but not limited to, expected Purchase, Redemption, and/or Swap volumes. To help the government prevent the funding of terrorism and money laundering activities, U.S. federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account.
(c) You authorize us, in review of your application, to make inquiries, whether directly or through third parties, that we consider necessary in our sole discretion to verify your identity or protect you and/or us against fraud and other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. You understand that your personal identifying information may be reviewed through credit reference, credit score, fraud prevention, or financial crime sources, and our inquiry may be visible on credit bureau reports.
(d) We require you to provide personal identifying information including your name, address, and other information that will allow us to identify you. We may request you to confirm or update any information shared with us and reserve the right at all times to monitor, review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process, or government request.
i. If you are opening an Account for yourself as an individual, you (i) represent that you are at least eighteen (18) years old and reside in a Supported Jurisdiction and (ii) agree that you will use the Site, Products, and Services for your personal use only. We will ask for your legal name, address, date of birth, country of citizenship, social security number, valid government-issued identification documents such as your passport, driver’s license, or other government-issued identification and/or identification number, and your employer and other information that will allow us to verify your identity and assess your suitability for an Account. We may require you to provide documentation from credible sources that verifies your legal name, identity, income and/or wealth, relevant geographic location (such as your residence), proof of location and/or residence (such as a lease or public utility invoices), the purpose of the Account, the expected source of funds to Purchase our Stablecoins, and bank statements from a chartered, regulated, or otherwise accredited, established, and recognized financial institution (such determination to be made by us in our sole discretion). We may also require you to provide information about your use of digital ledger technology, including your Wallet address or addresses, as well as related information to confirm your on-chain activity and use of digital assets.
ii. If you are opening an Account for a business or other institution, you (i) represent that you are at least eighteen (18) years old, you are an authorized representative of such institution, the institution is formed and operating in a Supported Jurisdiction, and the institution agrees to be bound by this Account Agreement, and (ii) agree that you will use the Site, Products, and Services for commercial purposes only. We will ask for the entity’s name, address, taxpayer or government-assigned identification number, affiliations, and ownership information. We will also collect information regarding the intended Account purpose and anticipated use and/or transactional activity. We will request certified articles of incorporation or other identifying documents of the entity. Additionally, we will request identifying information on the individuals or entities that are beneficial owners, and/or have control over or are associated with an Account (such as those individuals authorized to access, provide instructions, and conduct transactions through the Account), including information about those individuals such as the information described in Section 3.2(d)(i) above.
(e)We may retain and continue to process information you have provided to us if we reasonably believe it is necessary for compliance with applicable laws and/or regulations. In providing us with any information about you or your business, you confirm such information is accurate and authentic. See our Privacy Policy for more information about how we use your personal data and your rights.
(f)At any other time that we determine in our sole discretion that it is reasonable or necessary, you agree to provide us with the information we request for the purposes of providing Products and Services to you, including for identity verification, the detection of money laundering, terrorist financing, fraud, or any other financial crimes, and you permit us to keep a record of such information, including information about where you acquired the funds utilized to Purchase, or where you acquired the GYEN or ZUSD for a Redemption or Swap, upon our request and prior to any transaction being completed (as applicable).
3.3. Through access and use of the Site, Products, and Services, you agree, represent, and warrant on a continuing basis that all transactions, including the transfer of fiat currency for Purchases, Redemptions, and Swaps, are not the direct or indirect proceeds of any criminal, sanctioned, or fraudulent activity. You acknowledge that GMO Trust reserves, has, and holds the right to investigate the source of any funds, fiat currency, or digital assets (including Stablecoins), and determine in our sole discretion how to handle their disposition. Further, you agree to disclose any relevant information upon request about your acquisition, use, and possession of Stablecoins in connection with your Account and your use of the Site.
3.4. Blockchain Wallet
(a) An Account Holder is required to have their own Wallet with an encoded blockchain address that will receive Stablecoins upon a Purchase, send Stablecoins upon a Redemption, and hold Stablecoins upon a Swap.
(b) All Accounts are required to use verified Wallets. Your use of any Wallet is at your own risk and subject to the terms and conditions of that Wallet. GMO Trust does not provide Wallets or Wallet addresses for Account Holders, nor do we provide custody of any Stablecoins, other digital assets, or private keys.
(c) You are responsible for all use of your Wallet and any actions that take place using your Wallet, whether by you or by another person. You are solely responsible for keeping your Wallet private key, and/or other access credentials confidential and secure. You acknowledge and agree that certain information, including your Wallet address and the transactions you conduct through that Wallet address, may be publicly available and viewable in blockchain records.
(d) You are responsible for providing a Wallet address that is valid and where you have the right to deposit, receive, and/or hold Stablecoins, and which is under your exclusive control. GMO Trust will not be liable for any losses arising from a Wallet you represent to be under your exclusive control. In the event that you provide a Wallet address that is not under your exclusive control and to which we have either deposited or been instructed to deposit Stablecoins, you will be deemed in violation of this Account Agreement and your Account may be suspended or closed.
(e) A transaction in Stablecoins is authorized by the private key that is held by the Wallet owner. If a private key is compromised or lost, the Stablecoins in that Wallet may be stolen or lost or become otherwise inaccessible or unrecoverable. GMO Trust will not be liable for any loss that may be incurred in connection with any compromised or lost private key or in connection with any stolen, lost, or otherwise unrecoverable Stablecoins.
(f) See also information about “Unsuitable Addresses” in the Stablecoin Terms.
4. Account Access
4.1. If you are an Account Holder, you are responsible for maintaining the confidentiality of your log-in credentials including your username, unique one-time passwords, and authentication information such as your two factor authentication (“2FA”) code (“Log-in Credentials”). You must use your Log-in Credentials to access password-protected parts of the Site, including to conduct transactions through the Site and on the Platform.
4.2. At each log-in, an Account Holder will need to use its Log-in Credentials. In addition, at each log-in, an Account Holder will be provided a unique one-time password for accessing its Account. GMO Trust will not permanently maintain the unique one-time password on our records, and such unique one-time password will only be valid for the period of time indicated at the time of receipt of the unique one-time password.
4.3. WE WILL NEVER ASK YOU, FOR ANY REASON, WHETHER BY EMAIL, REGULAR MAIL, OR TELEPHONE, TO DISCLOSE YOUR UNIQUE ONE-TIME PASSWORDS, 2FA or LOG-IN CREDENTIALS. NEVER GIVE A UNIQUE ONE-TIME PASSWORD, YOUR 2FA OR LOG-IN CREDENTIALS TO ANYONE.
4.4. The security and confidentiality of your Account Log-in Credentials and 2FA credentials, as applicable, are your sole responsibility and you acknowledge that GMO Trust will not be liable in the event that your Account is compromised due to a lapse in security or confidentiality which is a direct or indirect result of your action or inaction.
4.5. In the event that you experience or become aware of a security breach or compromise to your Account, you agree to immediately provide notice to GMO Trust of such a breach or compromise. When using a 2FA application on a device, you do so at your own risk. For security reasons, you should not leave your computer unattended while using the Products or Services and you should always log-out of the password-protected parts of the Site after using the Platform and Services. GMO Trust is not liable for any loss or damage arising from your failure to protect the confidentiality of your Log-in Credentials or other security lapses. 2FA applications are provided by third parties, and we do not take any responsibility for such third-party applications. We disclaim any and all liability arising from fraudulent entry and use of the Products and Services (including liabilities arising from unauthorized activity undertaken through your Account).
4.6. Although we implement certain monitoring processes designed to alert us to fraudulent activity, we are not responsible for any unauthorized use of your Account, and we will not be liable for any loss that you may incur as a result of someone accessing your Account, with or without your knowledge. If your Account is utilized in a suspicious manner (as we may determine in our sole discretion), we will take any such action that we determine to be necessary, including terminating your access and/or your being an Account Holder immediately, closing the Account, and taking all necessary and appropriate actions under applicable federal, state, provincial, and local laws.
4.7. While we use commercially reasonable efforts to protect the information provided by you to establish or maintain your Account, including information about you provided under Section 3 above, from inadvertent release or misappropriation, we are not responsible for the intentional or criminal acts by third parties, such as hackers or “phishers.”
4.8. An Account with GMO Trust provides access to the Products and Services, which include Purchasing, Redeeming, or Swapping the GYEN and ZUSD Stablecoins. We reserve the right to restrict your Account in the event a transaction appears to be out of the ordinary or where we observe a change in relevant information. For example, a Purchase or Redemption from a previously unused Wallet may prompt a temporary Account and/or transaction hold. Any restriction placed on a Stablecoin transaction or suspension of your Account will remain in effect until we determine in our sole discretion that the Account information is complete and accurate.
4.9. You agree to cooperate and to timely communicate to confirm or verify information related to your Account, use of the Site, or access to our Services.
4.10. Account Activity Report. An activity report for your Account may be accessed on the Site in electronic format for viewing online at the applicable page in your Account. We use reasonable efforts to ensure that the information contained in this report is accurate and reliable; however, because the information is provided in real-time, errors may occur and/or ledger updates may be delayed. Each Product’s ledger is the definitive record of transactions and balances. If you believe the activity report for your Account contains any errors, please notify us immediately, along with any additional information concerning and/or describing the error. If we do not hear from you within three (3) days after the electronic posting to your Account of the applicable transaction and/or trading fee (if applicable), such transaction and fee (if any) will be deemed accepted by you and will no longer be subject to challenge.
5. Account Assignment and Transferability; Third-Party Access
5.1. You may not grant a security interest in, transfer, or assign your Account to anyone other than us without our written consent. No such prohibited assignment will be valid or binding on us, and we will not be considered to have knowledge or awareness of an assignment until we consent in writing and document the assignment in our records. Any permitted assignment of your Account is subject to and superseded by our setoff rights and remains subject to any other right that we maintain under this Account Agreement and applicable state and federal law.
5.2. Accounts are non-transferrable and are established solely for the benefit and use of the individual or institution for which the Account is created. You acknowledge that your use of your Account is limited to you, and you understand that you are prohibited from transferring, leasing, assigning, or selling your Account (or any use thereof) to any third party without our written consent. If you want to transfer ownership, we may require that you close the Account, and open a new Account in the name of the assignee or transferee.
5.3. Accounts may not be accessed by third parties, even if delegated by you but not authorized by us. Access not authorized by us will result in the suspension or restriction limiting Account access or use, including the potential closure of your Account in our sole discretion.
6. Account Closure, Suspension, or Termination
6.1. An Account in good standing may be closed by the Account Holder at any time upon our approval, except that it may take up to sixty (60) days to close your Account. If you attempt to close your Account, we may, in our sole discretion, provide notice of Account closure to the email address and last known physical address associated with your Account.
6.2. An Account may not be closed by you in lieu of or to avoid paying any fees owed to GMO Trust, or to avoid any regulatory-related inquiries, or to avoid any other legal or compliance-related obligation. In the event you decide to close your Account and we approve such closure, you acknowledge and agree that you will remain responsible for debts and any other obligations accrued prior to the date of Account closure.
6.3. We will not be required to close your Account at your request if you have pending transactions, if a balance is owed to GMO Trust, or if your Account is subject to Legal Process (defined below). In such event, we will restrict your Account against all future use including withdrawals other than those under Legal Process until we determine it is appropriate to complete your Account closure request and/or any legal restriction has been released.
6.4. For security reasons, we may require you to close your Account and open a new Account if: (i) there is a change in authorized signers; (ii) there has been fraud or other illegal activity reported or committed involving your Account; (iii) you report to us that your account has been compromised or become accessible to unauthorized persons; or (iv) you have an excessive volume or frequency (as determined in our sole discretion) of transactions conducted from your Account.
6.5. GMO Trust reserves the right to block Account access, suspend or terminate an Account or Account access, or otherwise restrict an Account at any time, with or without advance notice, if it deems such action for any reason necessary or appropriate, and you acknowledge that GMO Trust is not and will not be required to disclose the reason for a closure determination. You acknowledge and agree that such right extends to Accounts sharing common beneficial ownership or control for which the Account Holder is a representative or authorized signatory and, in the case of entities, any affiliates or accounts sharing other certain common likenesses or attributes. Suspension or termination of an Account may also include, but is not limited to, one or more of the following actions: refusal to let an Account Holder Purchase, Redeem, or Swap Stablecoins; freezing digital assets; or seizing or allowing the seizure of, or causing a redemption of any ZUSD or GYEN.
Reasons for suspension or termination of an Account could include, but are not limited to:
(a) If, in our sole and absolute discretion, we have reason to suspect or believe that you have breached any terms and conditions of the Terms, Stablecoin Terms, or Account Agreement;
(b) If we suspect or believe in our sole and absolute discretion that you have engaged or are engaging in abusive behavior or any actions harmful to the Site, Products, Services, or Content;
(c) If, based on our review of your Account, we are unable to verify or authenticate information requested for identity verification purposes or account eligibility, or any other account qualification information that you have provided to us;
(d) If we suspect or believe in our sole and absolute discretion that your actions on the Site or use of our Services including the access to and/or use of our Products may cause legal liability for you or us;
(e) If we suspect or believe in our sole and absolute discretion that you are directly or indirectly using the Site, Products, Services, or Content in violation of applicable law or regulation, or of this Account Agreement;
(f) In the event that we are directed to do so by law enforcement, regulatory authority, or court order;
(g) In the event that we are required to do so by applicable law or regulation;
(h) In the event that we have become aware that your Account (i) is subject to Legal Process, including pending litigation, investigation, or governmental proceeding or (ii) requires further clarification or approvals by an appropriate regulator or court of competent jurisdiction to permit account use;
(i) Upon our detection or belief that someone is attempting to gain unauthorized access to your Account, the details of which you acknowledge and agree we are required to disclose;
(j) Upon our detection or belief there is unusual or suspicious activity in your Account;
(k) Upon the occurrence that you have not logged-in or accessed your Account for twelve (12) consecutive months; or
(l) In the event that we identify any other reason in our sole and absolute discretion where there is a concern to us about your access to, use, and/or operation of an Account.
6.6. We may automatically close your Account if there is a zero (0) balance or if the Account has not been utilized for Purchase, Redemption, or Swap of Stablecoins for more than a consecutive twelve (12) month period (a “Dormant Account”). In the event a Dormant Account is closed, you will be required to submit a new application, as a closed account is not eligible to be reactivated. Any balances owed to GMO Trust must be paid immediately and in full at the time of Account closure.
6.7. In the event your Account is blocked, restricted, suspended, or terminated, such event will not affect the payment of fees or other amounts that you owe to GMO Trust. The holder of an Account that is blocked, restricted, suspended, or terminated by GMO Trust will be responsible for any fees, costs, expenses, charges, or obligations (including attorney and court fees or transfer costs of digital assets) associated with the closing of the Account and will reimburse GMO Trust for any incurred expenses beyond the standard account closure process following a notice of closure.
6.8. After receiving a notice of closure, the Account Holder may provide a written appeal which will be reviewed by GMO Trust, however you acknowledge and agree that under no circumstances is GMO Trust obligated to disclose the reason for or explain its determination to close the Account.
6.9. In the event your access is blocked, restricted, suspended, or terminated, you will not attempt to regain access to the Site, Products, or Services – using the same or different username or other attempted identification – without our prior written consent.
6.10. In the event that your Account is blocked, restricted, suspended, or terminated, we will immediately cancel all open Purchase, Redemption, or Swap requests associated with your Account, and block all access, including withdrawals and barring the placing of further orders, until the block, restriction, or suspension is lifted or your Account is reinstated.
6.11. In the event your Account is terminated, but you later seek to re-open or reinstate an Account, you will be required to complete the full application process including application review.
6.12. We are not responsible for any losses, whether directly or indirectly, resulting from the block, restriction, suspension, or termination of your Account, or from any government seizure or forfeiture. You agree that neither GMO Trust nor any third party acting on our behalf will be liable to you for any termination of your access to, or inability to use, any part of the Site, Products, or Services in accordance with this Account Agreement.
6.13. You will be required to reimburse us for actual costs and/or any fees incurred in connection with our need to engage with parties other than you, such as your legal counsel or representatives.
7. No Implied Warranties
The warranties and representations expressly set forth in this Account Agreement, including the Terms and Stablecoin Terms as incorporated by reference, are the only warranties and representations made by GMO Trust with respect to this Account Agreement and the Site, Products, Services, and Content, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose, which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.
8. Notices
8.1. Notices will be deemed effective upon delivery. Notices delivered by a nationally recognized overnight carrier (e.g., United Parcel Service or Federal Express) will be deemed delivered on the business day following mailing. Notices mailed by the United States Postal Service, postage prepaid, registered, or certified with return receipt requested, will be deemed delivered five (5) days after mailing.
8.2. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Account Agreement, and are deemed delivered one (1) hour after transmission if sent during the recipient’s business hours, or otherwise at 9:00 a.m. (recipient’s time) the next business day. Notices delivered by posting on the Site will be deemed delivered upon posting. Notices delivered by any other method will be deemed given upon receipt. Either party may, by giving the other party appropriate written notice, change the designated address, facsimile number, and/or recipient for any notice or courtesy copy, hereunder.
8.3. Any correctly addressed notice that is refused, unclaimed, or undeliverable will be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server or service provider, or overnight delivery service.
8.4. “Business day” as used in this Section, means U.S. business days Monday through Friday, excluding U.S. federal holidays.
9. Customer Support
9.1 GMO Trust provides customer support to Account Holders. For technical support issues, complaints, or Account information related to this Account Agreement, please contact our customer support team using one of the following methods:
● Email support@gmo-trust.com (Please use the email address associated with your account when emailing us.)
● Write to our customer support team at:
GMO-Z.com Trust Company, Inc.
150 E. 52nd Street, Suite 7003
New York, NY 10022
● Call our customer support at: +1 (347) 244-7476
9.2. Should you have any questions or comments regarding our Products or Services, please feel free to contact us at: contact@gmo-trust.com.
9.3. If and when you correspond with a member of our GMO Trust team, we may ask you to authenticate yourself by answering a security question which you may have set, or multiple security questions. This information should be considered confidential and not shared with any other person, as such disclosure may compromise the security of your Account.
10. Governing Law
10.1. All disputes arising from or related to your Account, this Account Agreement, or any transaction related to GYEN, ZUSD, or any other Product shall be governed by the substantive laws of the State of New York, without regard to its conflict of laws principles. GMO Trust is located in New York, New York, and that is where your Account was opened and is maintained. Governing New York law may be supplemented or superseded by federal law where applicable.
10.2. You and we agree that upon the election of either of us, any dispute arising from or related to your Account, this Account Agreement, or any transaction related to GYEN, ZUSD, or any other Product will be resolved by the dispute resolution procedures described below, which include binding arbitration.
10.3. This provision limits your rights to a jury trial. You should review this provision carefully. If: (i) neither you nor we seek to compel arbitration of any dispute we have arising from or related to this Account Agreement, your Account, or any transaction related to GYEN, ZUSD, or any other Product, or (ii) some or all of these arbitration provisions are unenforceable and we are in a dispute in a court of law, then each of us agrees to waive any right we may have to a jury trial to the extent allowable under New York law.
11. Dispute Resolution and Arbitration; Waiver of Class Actions; Statute of Limitations; Applicability; Legal Process and Regulatory Compliance
THESE DISPUTE RESOLUTION PROVISIONS PROVIDE FOR BINDING ARBITRATION OF ALL DISPUTES THAT CANNOT BE RESOLVED BY NEGOTIATION OR MEDIATION.
11.1. Dispute Resolution and Arbitration
(a) Disputes arising from or related to this Account Agreement, your Account, or any transaction related to GYEN, ZUSD, or any other Product, regardless of any prior agreement, discussion, or understanding, will be resolved by binding arbitration and not through litigation of any kind, in any court, by any judge, by any jury or other tribunal. Prior to binding arbitration described in this Account Agreement, after invoking these dispute resolution provisions, you and GMO Trust will first attempt to resolve any dispute arising out of your Account or this Account Agreement through negotiation. Such negotiation will be conducted in good faith, and confidential customer information disclosed or discussed in the course of the negotiation will remain confidential as provided by law. All costs and expenses associated with the negotiation of the dispute will be paid by the Party incurring such cost or expense.
(b) If you and GMO Trust engage in negotiation without resolving the dispute, then you and GMO Trust agree to submit the dispute through mediation. All costs, expenses, and fees with regard to any mediation, except for each Party’s attorneys’ fees, will be divided equally between you and GMO Trust, and you and GMO Trust and each Party will be solely responsible for payment of each Party’s share of such costs, expenses and fees. If one Party fails to appear at mediation, the party that does not appear is responsible for paying such Party’s share, as set forth above, and the mediation fees paid by the other Party. The mediation will occur in Manhattan, New York, New York. The mediation itself as well as the outcome of the mediation will be kept strictly confidential.
(c) If mediation is not successful, the Parties will proceed to binding arbitration applying New York state laws and administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules or, if you are a Consumer as defined by the AAA’s Consumer Arbitration Rules, under those rules by a sole arbitrator. Any request for arbitration must be written and delivered to the other Party by certified mail. Any requests for arbitration must be sent to GMO Trust, Attn: Legal Department, 150 E. 52nd St., Suite 7003, New York, NY 10022. The Parties acknowledge and agree the arbitration will be conducted in Manhattan, New York, New York, in English, by a sole arbitrator, and in no event will damages awards exceed actual damages amounts within the dispute claims. The arbitrator(s) will in no event, have any power or authority to consolidate claims asserted by different claimants or counter-claimants, adjudicate any claims presented to them on a class-wide basis, award any relief on a class-wide basis, treat any claimant or counter-claimant as a representative of a class of claimants or counter-claimants, or award punitive damages or relief not measured by the prevailing Party’s actual damages.
(d) Any and all claims or disputes, whether in contract, tort, equity, or otherwise (including the interpretation and scope of this arbitration provision, and the arbitrability of the claim or dispute), will be resolved by such individual arbitration and not by a court action. Judgment on the award rendered by the arbitrator applying New York state laws may be entered in any court having jurisdiction. In the event that the AAA is unable or unwilling to administer the claim for any reason, the dispute will be finally settled by arbitration in an alternative arbitral forum selected by agreement of the parties (or, if the parties cannot agree, selected by any court having jurisdiction.)
(e) The arbitrator will express their decision in a written award supported by findings made and signed by the arbitrator. Judgment may be entered upon any award in any court having jurisdiction. The arbitrator(s) are only able to grant relief to parties named in the dispute. In the event a third-party is also involved in the dispute, when a Party invokes such dispute resolution provisions, then the third-party must be named in occurrence with the rules of procedure governing arbitration. You and GMO Trust agree that the fact of the arbitration, all submissions-to and proceedings-before the arbitrator(s), and written decision and findings of the arbitrators(s) will remain confidential between you and GMO Trust unless reasonably necessary for judicial review or confirmation, or as required by law.
11.2 Class Action Waiver
(a) This section does not permit class arbitration or any claims of any type brought as a plaintiff or class member in any class or representative arbitration proceeding. YOU AND WE WAIVE THE RIGHT TO ASSERT OR PARTICIPATE IN A CLASS ACTION OR ANY REPRESENTATIVE OR CONSOLIDATED PROCEEDING IN COURT OR IN ARBITRATION.
(b) The arbitrator will have no authority to entertain any claim as a class action or private attorney general action or on any other similar representative basis, nor will the arbitrator have any authority to consolidate or join claims brought by separate claimants or make any award for the benefit of any person other than the person who is the named party. The arbitrator also will have no authority to award any punitive or exemplary damages.
(c) If the terms prohibiting class, representative, or consolidation procedures are held to be legally unenforceable for any reason, then you and we agree that the claim must be resolved through litigation in court instead of by arbitration. If any other part of this Section other than the terms prohibiting class, representative, or consolidation procedures are declared unenforceable, the remainder will be enforceable.
11.3. Statute of Limitations
(a) A Party’s invocation of the dispute resolution provisions are applicable whenever there is a dispute between you and GMO Trust and applies without limitation, regardless of whether (i) your Account is closed; (ii) you pay us in full any outstanding debt you owe; or (iii) you file for bankruptcy. You agree that, unless a different period is set forth herein, any claim, action, suit or proceeding against GMO Trust for damages resulting in any respect from acts or omissions in its performance under this Account Agreement must be brought within one (1) year from the date of the alleged act or omission.
(b) Notwithstanding the period of limitation prescribed by applicable laws for the bringing of any relevant action or claim and except as otherwise provided herein, the Parties hereby mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of this Account Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due to us and claims for indemnification, may be brought by any party more than one (1) year after the cause of action arose, following which either party will have no further claim whatsoever against the other party in respect thereof.
11.4. Applicability
(a) If for any reason this Section is deemed wholly or partly inapplicable and/or litigation proceeds in court with respect to any claim or portion of a claim, then:
i. You agree that you may bring claims against GMO Trust only in your individual capacity and not as a plaintiff or class member in any purported class or representative action;
ii. You agree that any such proceedings will only be adjudicated in the applicable state or federal courts located in the State of New York, New York County, and any relevant appellate court; and
ii. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING US ARISING OUT OF THE SITE OR SERVICES (INCLUDING THE PRODUCTS).
11.5. Legal Process and Regulatory Compliance
If you or your Account becomes involved in legal process, including a writ of attachment, execution, garnishment, tax withholding order, levy, restraining order, subpoena, warrant, injunction, government agency request for information or action, search warrant, forfeiture, or other similar order (“Legal Process”), your use of the Account may be restricted. We will be entitled to act upon any Legal Process served upon us which we reasonably believe to be valid and binding, with no liability to you for doing so and regardless of the method or location of service. You acknowledge that we may be prohibited from notifying you of such Legal Process. We may charge your Account a fee for each Legal Process and send you an invoice. You agree to pay us for fees and expenses, including those administrative expenses, that we incur in responding to any Legal process related to your Account, such as expenses for research and copying of documents. The fees and expenses may include attorneys’ fees, details of which will not be itemized in any delivered invoice, and you acknowledge the reasonableness of such.
12. Severability
If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Account Agreement, or any portion thereof, to be invalid, unenforceable, or illegal, such invalidity, unenforceability, or illegality will not affect the validity or enforceability of the remainder of this Account Agreement, which will continue to be in full force and effect. If feasible, any such offending provision will be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it will be stricken and all other provisions of the Account Agreement in other respects will remain valid and enforceable.
13. No Waiver
13.1. No term or condition in this Account Agreement will be deemed to have been waived, except by a statement in writing signed by the party against whom the enforcement of the waiver is sought. Any written waiver will not be deemed a continuing waiver or a waiver with general applicability unless specifically stated. In the event such a written waiver is made, it will only operate as to the specific term or condition that has been waived and will not serve as a waiver of future action.
13.2. Further, no delay or non-exercise of a right, remedy, power, privilege, authority, or otherwise by GMO Trust will operate as a waiver of its right, remedy, or power as granted herein to exercise or enforce such right, remedy, power, privilege, authority, or otherwise, and may be exercised at any time. To the maximum extent as permitted by law, no waiver of any term or condition, or breach thereof, will affect or alter this Account Agreement, which will continue in full force and effect with respect to your access and use of the Site, our Services, and our Products.
14. Entire Agreement
This Account Agreement, the Terms, and the Stablecoin Terms together constitute the final written integrated expression of all of the agreements among the Parties with respect to the subject matter hereof and are a complete and exclusive statement of those terms, and supersede all prior or contemporaneous, written, or oral memoranda, arrangements, contracts, and understandings between the Parties relating to the subject matter hereof. No addition to or modification of any provision of this Account Agreement shall be binding upon either Party unless embodied in a dated written instrument signed by both Parties.
15. Survival
All provisions of this Account Agreement (including those provisions incorporated by reference from the Terms and Stablecoin Terms) which by their nature extend beyond the expiration or termination of this Account Agreement, including sections pertaining to suspension or termination, debts owed, general use of the Site, Products, or Services, disputes with us, and general provisions, will survive the termination or expiration of this Account Agreement.
16. No Agency Relationship
Nothing in this Account Agreement will be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties will be limited to those expressly set forth herein. We are not your agent or other representative. Except for the indemnity and exculpation provisions herein and in the Terms, (i) nothing expressed in or implied from this Account Agreement is intended or will be construed to give any person or entity other than the parties hereto any legal or equitable right, remedy, or claim under or in respect of this Account Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons or entities and (ii) this Account Agreement and all representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the exclusive benefit of you and us.
Appendix - Funds Transfer Notice (Bank Wire)
Scope and Application:
This Funds Transfer Notice (“Notice”) applies to the sending and receiving of fiat via bank wire when transacting with GMO Trust. Please ensure you review and understand the following guidelines if you are using bank wire transfers to send and receive fiat for purchase and redemption requests.
Registration Requirements:
To initiate a purchase or redemption transaction to send or receive fiat by bank wire, you must first register a valid bank account via our dashboard after logging into your account. This registration must be approved by us prior to any transactions being processed. Only bank accounts held in the name of the GMO Trust account holder will be approved.
Account Registration Details:
You must ensure all information provided during your bank account registration is accurate and complete. Inaccuracies may cause delays or lead to transaction rejections. It is your responsibility to provide the accurate information, and you understand that rejected, declined, or other errors may result in costs, fees, or charges by your financial institution. Rejected transactions may potentially incur charges. GMO Trust bears no liability for such costs, fees, or charges resulting from such issues, and shall not be liable for any losses or damages resulting from such issues.
Accepted Currencies for Wire Transfers:
Wire transfers should be made in the same base currency of the stablecoin for which a purchase request is submitted (U.S. Dollars for ZUSD, and Japanese Yen for GYEN). Incoming wire transfers received in other currencies will be converted at the exchange rate determined by our banking institution if conversions are supported for the currency you are attempting to send. If you intend to make a wire transfer in any currency other than the base currency of the stablecoin you are purchasing, you must contact us by emailing support@gmo-trust.com in advance to confirm that your request can be facilitated.
Transaction Fees:
Your bank, or any intermediary bank, may impose fees for sending or receiving fiat via wire transfer to/from GMO Trust. Any fees charged by your bank are your responsibility, and we will not be responsible for any such fees incurred. For details about such charges, please contact your bank.
Acceptance of Funds:
We do not accept credit card, cash or third-party payments. Only funds from the approved bank account, held in the account holder’s name, will be accepted by us. Wire transfers from third parties will be rejected and returned to the sender, with applicable outgoing wire charges deducted. GMO Trust reserves the right to delay or reject funds sent by bank wire, should there be reason to do so in accordance with our Terms and Conditions.
Purchase Transactions:
For purchase requests, funds must originate from your approved bank account. When making your purchase request from our dashboard, we will issue a unique memo for the purposes of linking your wire transfer to your stablecoin purchase request in our systems. You must include the unique memo for your purchase request in the payment reference field of your wire to ensure automatic allocation of your request. Failure to include this memo, or sending a wire from a different bank account held in your name, may result in your wire being held for verification, and your stablecoin purchase request pending until clarification. As part of this clarification, we may request further information from you.
Redemption Transactions:
Fiat from redemption requests will be sent to your registered funding method - the approved bank account. Should you need to update the account receiving funds from redemption requests, you must submit a change request via our dashboard. We will only send redemptions of the base currency to an account that has been approved. Although GMO Trust will not charge wire fees, your bank or any intermediary bank may charge wire fees, costs of which are borne by you. In the event GMO Trust sends an overpayment of fiat currency to your registered funding method, you are obligated to return the overpaid amount promptly upon your discovery, or when notified by us to your registered contact details. Failure to return the overpaid amount in a timely manner may result in GMO Trust taking further action to recover the funds. In the event GMO Trust accidentally sends an underpayment of fiat currency to your registered funding method, we will send an adjustment payment to you as soon as reasonably possible, to ensure you have received the correct redemption amount in total. Please contact us at support@gmo-trust.com for assistance in the event there are any questions, concerns, or issues with our delivery or your receipt of a redemption.
Processing Times:
Processing times for redemption requests to your bank account may vary by banking institution. If you have not received your wire within ten (10) business days after receiving confirmation the wire for your redemption request was processed, please contact us at support@gmo-trust.com for assistance.
Availability of Processing:
Authorized redemption requests will be processed between 09:00-23:00 Eastern Standard Time (Eastern Daylight Time during daylight saving time), Monday through Friday. Requests received outside these hours will be processed the next business day. Please note that wire transfers are not allocated to purchase or redemption requests on weekends or US Federal/Currency Holidays.
Additional Information for Processing:
Additional information may be requested by us to process your redemption request, which may delay outgoing wires by up to two (2) business days, upon satisfactory receipt of the information requested. Processing will proceed once all required information is provided. GMO Trust reserves the right to delay or reject wire requests if the information provided is inaccurate, invalid or unsatisfactory for the purposes of processing an outgoing wire. GMO Trust bears no liability for losses or damages resulting from such delays or rejections.
Consent to this Notice:
By making a request to purchase or redeem our stablecoins you acknowledge this Notice, and your agreement to be bound by the Terms and Conditions that govern your account with us.