Table of Contents
General Terms and Conditions
0. INTRODUCTION
Welcome! The General Terms and Conditions (hereinafter “General Terms and Conditions” or “Agreement”) constitute the primary terms and conditions for the provision and use of the services and products of GMO-Z.com Trust Company, Inc., a New York Limited Purpose Trust Company (“GMO Trust”). You agree and understand that by signing up and opening an account with GMO Trust, you are agreeing to enter into this Agreement by and between you and GMO Trust, and be legally bound by its terms and conditions. Please carefully review this Agreement, and understand that we reserve the right to change the terms and conditions at any time as described in this User Agreement.
This User Agreement applies to each electronic form or contract executed by users and/or participants who hold Accounts for the use of GMO Trust services and products. Unless expressly stipulated otherwise in the GMO User Agreements, the provisions of this Agreement will govern User and Participant use of any of GMO Trust’s Services and Products. As a User or Participant, you should take the time to carefully read this Agreement. Use of the words “we”, “us”, or “our”, in this Agreement refers to GMO Trust and any or all of its affiliates; and use of the words “you”, “your”, “User” and “Participant” in this Agreement refers to the individual persons and business entities that are attempting to or have successfully established an Account on the GMO Site to engage in transactions involving GMO products and services. Each is individually a “Party” and collectively the “Parties'' as used herein.
Should you have any questions or comments regarding any GMO Trust services and products, please feel free to contact us at: contact@gmo-trust.com.
1. PRELIMINARY PROVISIONS
1.1. Terms and Conditions
1.1.1 You must agree to be legally bound by the terms and conditions of this Agreement by and between you and GMO Trust. If you do not agree to or accept all of the terms of this Agreement, you are directed to immediately discontinue access to, and use of, all GMO Trust services and products. This Agreement applies to all users and/or customers of GMO Trust services and products, whether as a guest or a registered Participant.
1.1.2 By signing up for an Account or accessing or using the Site, you represent and affirm that you are 18 years of age or older or have the legal capacity to enter legally binding contracts under applicable laws. Misrepresentation of your age to gain access to any of GMO Trust services and products is a breach of this Agreement. If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use any of GMO Trust services and products.
1.1.3 In order to use GMO Trust Services, you must establish a GMO Account which includes providing the required identification information pursuant to our Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) compliance (“BSA/AML Compliance”).
1.2. Definitions
1.“Account” or “GMO Account” means the user account that you create with us, GMO Trust, and that applies to the applicable Product.
2.“Account Qualifications” means the criteria for approval in order for a Participant to conduct Digital Asset transactions, including purchases and redemptions, on our Site.
3. “Company” or “GMO Trust” means GMO-Z.com Trust Company, Inc., a New York Limited Purpose Trust Company (sometimes “us”, “we” or “our”). We are the issuer of the GYEN and ZUSD stablecoins.
4. “Customer” means an individual or institution that has opened an Account and been approved to access the GMO Trust platform. Only individuals or institutions that have opened an Account and successfully completed the new account establishment process, including BSA/AML review, are considered customers of GMO Trust.
5. “Digital Assets” means a digital asset, such as cryptocurrency, virtual currency, digital currency, bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network. Our Products, ZUSD and GYEN, are Digital Assets.
6. “Fiat Custody Service Provider” means the third-party custody service provider for recieving, sending, and transferring fiat currency used for purchasing or redeeming GYEN and/or ZUSD stablecoins. Etana Custody is the Fiat Custody Service Provider (www.etana.com) which requires a separate application, approval, and new account establishment process to establish and fund a fiat currency account.
7. “Fork” means each change of the underlying operating rules or software protocol of a blockchain network in such a way as to result in more than one related version without substituting or replacing the existing blockchain.
8. “GMO User Agreements” or “User Agreements” means each of the agreements and documents on [stablecoin.z.com] which cover, in conjunction with this Agreement, the use of the Site, Products and Services.
9. “GYEN” means the Japanese yen-backed stablecoin managed by us and branded as such.
10. “Materials” means, collectively, the images and content on the Site, including, but not limited to, text, software, images, graphics, data, messages, market data or any other information, and any other website content owned, operated, licensed or controlled by us.
11. “Participant” means a User who registers with us and is approved to use the Site, any Products, or any Services, including any User who opens an Account with us or their authorized representative that has been verified by the BSA/AML program.
12. “Party” means each of us and you.
13. “Products” means the products, platforms and technology that we provide to Participants, including, but not limited to, ZUSD and GYEN.
14. “Services” means services and other actions that we provide to Users and Participants through our Products and services described in the GMO User Agreements.
15. “Site” means any website managed by us with domains ending with “z.com”.
16. “User” or “You” means someone who accesses the Site in any way.
17. “Wallet” means a third-party software application that includes a Digital Asset address that you have the right to deposit into, and that we may deposit into, Digital Assets and that will always be under your exclusive control.
18. “ZUSD” means the U.S. dollar backed stablecoin managed by us and branded as such.
1.3. Intent to be Bound; Consult with a Lawyer
THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND THE COMPANY. YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY ACCESSING THE SITE, THE PRODUCTS, OR USING THE SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THIS AGREEMENT, YOU MUST CEASE ALL ACCESS AND USE OF THE SITE, PRODUCTS, AND ANY OTHER SERVICES PROVIDED BY US. NOTHING IN THIS AGREEMENT IS INTENDED TO CREATE ANY ENFORCEABLE RIGHTS BY THIRD PARTIES.
IF YOU DO NOT UNDERSTAND ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU SHOULD CONSULT WITH A LAWYER BEFORE USING THE SITE, THE PRODUCTS, OR THE SERVICES.
1.4. Consideration
Consideration for your acquiescence to all of the provisions in this Agreement has been provided to you in the form of allowing you to use our Site, Products or Services. You agree that such consideration is adequate and is received upon your viewing or using any portion of any of our Site, Products, and/or Services.
1.5. Electronic Signatures / Assent Required
1.5.1 You manifest your commitment to be legally bound to this Agreement and the GMO User Agreements by taking any act demonstrating your assent thereto. Participants are required to click a checkbox adjacent to and associated with the words “I agree” or some similar language to accept these General Terms and Conditions. If you click any link, button or other device provided to you in any part of our Site’s interface, then you have legally agreed to all of these General Terms and Conditions. Additionally, by using any part of our Site, Products or Services in any manner, you understand and agree that such use constitutes your affirmation of your complete and unconditional acceptance to all of the terms in this Agreement.
1.5.2 For the avoidance of doubt, as a User, you will be deemed to have agreed to be bound by the General Terms and Conditions and GMO User Agreements, as applicable. If you do not agree to all of the terms and conditions or do not agree to be bound by this Agreement or any GMO User Agreements, you should not access or use any Products or Services or login to your GMO Account.
1.5.3 Even if you fail to indicate your acceptance and commitment to this Agreement, you understand and agree that you are still bound by the terms of this Agreement and the GMO User Agreements, as applicable, by virtue of your viewing the Site or using any portion of the Site, Products, or Services.
1.5.4 Illegal Activities
By your use of any of the Site, the Products, or the Services, you acknowledge and represent that such use is legal in your local jurisdiction, and you agree that you will not use the Site, Products, or the Services if such use is prohibited or otherwise violates the laws of the country, state, province, or other jurisdiction in which you reside or of which you are a citizen at the time this Agreement is entered into or anytime thereafter.
We are prohibited from providing services or entering into relationships with certain individuals and institutions pursuant to applicable law or regulation, including, but not limited to, the sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and sanctions programs administered by the U.S. Department of State, and all other applicable sanctions regulations. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable law and regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
1.6. Revisions to This Agreement
1.6.1 From time to time, we may revise this Agreement and/or the GMO User Agreements. We reserve the right to do so, in our sole and absolute discretion, and you acknowledge and agree that we have this unilateral right. Your continued use of the Site, the Products, or the Services shall be deemed acceptance of the then prevailing terms and conditions of this Agreement. You acknowledge, accept, and agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and explicitly states that the prior version (or portions thereof) will remain in effect.
1.6.2 In the event that we make substantive changes to this Agreement or any GMO User Agreement, as applicable, we will publish the update to our Site, and in some instances other written notification regarding the update and include an updated version of this Agreement may be posted on our web page or communicated through email as a general announcement. Following receipt of such a notice and the posting of the updated version of this Agreement on our web page, please review this Agreement in order to ensure that you understand how your rights and responsibilities may have been affected by the revisions.
1.6.3 It is your responsibility to review this Site, the GMO User Agreements, and this Agreement on a regular basis as you agree posting on our Site constitutes notice and supersedes the date stamp of any email or written notification that may be sent at our discretion. You acknowledge by entering this Agreement that any changes or updates are effective immediately upon publication, and accept that no advance notice will be provided or expected prior to the material or non-material changes taking effect. If you object to any such changes, your sole recourse will be to cease access to the Site, the Products, or the Services.
1.7. Incorporation by Reference
Although this Agreement represents the primary terms and conditions with respect to our Site, the Products, and the Services, certain additional guidelines and rules are hereby incorporated by reference. These documents, including the (i) U.S. Dollar-Backed Stablecoin Terms and Conditions; (ii) Japanese Yen-Backed Stablecoin Terms and Conditions; (iii) Privacy Policies; (iv) Compliance Policies; and (v) the rest of the GMO User Agreements, as applicable, can be found on our Site and are specifically incorporated by reference and form an integral part of this Agreement.
2. EXPLANATION OF THE SERVICES AND BEING A PARTICIPANT
2.1. Account Eligibility
2.1.1 To be eligible to use GMO Trust Products and Services, you must be at least 18 years old and reside in a geographic location that is supported by GMO Trust.
2.1.2 To be eligible to use GMO Trust Products and Services, you must register through our Site, meet our minimum qualifications to establish an Account, and you must provide us with the information we request to verify your identity.
2.1.3 You must authorize us to make inquiries, whether directly or through third parties, that we consider necessary 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.
2.1.4 You must acknowledge and agree that your Account is only for your own use, and not created on behalf of any third-party, unless prior written approval has been obtained from GMO Trust.
2.2. Account Access
2.2.1 All Users may access certain public areas of the Site; however, only Participants may use the Products and Services made available through our Site. You are responsible for your own access to the Internet and understand that any Internet access or other fees that you incur to access our Site, the Products, and the Services are your sole responsibility. We do not provide any hardware or software to you so that you will need to purchase or license the necessary hardware and software to access the Site, the Products, and the Services. We do not provide hardware or software for internet access or otherwise, it is your responsibility to have and maintain the hardware or software for your own access whether a User or Participant.
2.2.2 While we are committed to providing excellent customer service, we do not represent that the Site will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. Interruption could result in the inability to buy or sell Digital Assets for periods of time and may also lead to support response time delays. Access to the Site may become degraded or unavailable during times of significant volume. GMO Trust shall not be liable for any losses resulting from or arising out of transaction delays.
2.3. Disclaimer; Risk Factors
2.3.1 We are not responsible for any loss or damage incurred by you as a result of your access or use of the Site, the Products, or the Services or for your failure to understand the nature of Digital Assets, including ZUSD and GYEN, the market for such assets, or the risk associated with such assets.
2.3.2 You acknowledge the following risks related to your use of the Site, the Products, and the Services:
2.3.2.1 The risk of loss in trading Digital Assets on secondary markets may be substantial, and losses may occur over a short period of time.
2.3.2.2 The price and liquidity of Digital Assets on secondary markets can fluctuate.
2.3.2.3 Digital Assets, including the GYEN and ZUSD, are not legal tender and not backed by any government. GMO Trust accounts and values are not subject to Federal Deposit Insurance Corporation, Securities Investor Protection Corporation or other similar assurances or protections.
2.3.2.4 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.
2.3.2.5 Digital Asset blockchain networks may Fork (as defined above and further described below in section 2.3.9), and we in our sole discretion may determine whether to support a blockchain network created as a result of the Fork.
2.3.2.6 Transactions in Digital Assets are generally irreversible, and accordingly any or all losses due to fraudulent or accidental transactions may not be recoverable.
2.3.2.7 Some Digital Asset transactions shall be deemed to be completed when recorded on a public ledger, which is not necessarily the date or time that you or any other person initiated or completed the transaction.
2.3.2.8 Digital Assets in a Wallet are controlled by the private key that is held by the holder of the Wallet. If the private key is compromised or lost, the Digital Assets in that Wallet may be stolen or lost or otherwise unrecoverable. We will not be liable for any loss that you may incur in connection with any Digital Assets that are stolen, lost or otherwise unrecoverable.
2.3.2.9 You are responsible for providing an accurate Wallet address that you have the right to deposit Digital Assets into, and that we may deposit Digital Assets into, and that Wallet address will always be under your exclusive control. We will not be liable for any loss that you may incur in the event that you provide a Wallet address that is not under your exclusive control in which we have deposited or been instructed to deposit Digital Assets in accordance with this Agreement.
2.3.2.10 You are responsible for establishing, maintaining, and updating the account information associated with your Wallet use as a User or Participant with correct and accurate information that properly identifies you and provides you and any other information deemed by us to be necessary for purposes of verifying your identity, accessing the site as a User or utilizing the site as a Participant.
2.3.2.11 GYEN and ZUSD are stablecoins whose value is pegged to their respective fiat currency: GYEN to the Japanese yen and ZUSD to the U.S. dollar. You understand that either GYEN or ZUSD are stablecoins only with respect to the fiat currency that they each represent, which are each supported by custodial reserves that are held at depository institutions, redeemable 1-for-1 into the fiat currency held in custody for stablecoin holders. The monthly attestation of custodial reserves relative to GYEN and ZUSD in circulation are published here. 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. We are not responsible for price or parity fluctuations, whether occurring through traditional fiat foreign exchange markets, Digital Asset exchange platforms or otherwise.
2.3.2.12 There is no assurance that any individual person,business entity, or other participant in the marketplace who accepts Digital Assets as a payment today will continue to do so in the future.
2.3.2.13 The nature of Digital Assets 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.
2.3.2.14 Your use of a Wallet will be restricted or frozen when your account information is identified as missing information, containing unverifiable information, or otherwise not complete. Restriction or freezing of a Wallet will remain in effect until the account information is updated and reviewed for decision on reinstatement.
2.3.2.15 We may not be regulated as a financial institution or equivalent in your jurisdiction, and therefore access to GMO Trust products or services may be or become limited or unavailable to you. Within the United States, we do not currently permit persons or entities in Hawaii, Kentucky, Tennessee, and Texas to establish Accounts or access the Site as Participants.
2.3.3 This Agreement does not disclose all of the risks associated with trading or holding Digital Assets. We do not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for Digital Assets. Materials available on our Site are information limited to our Products and Services, specifically GYEN and ZUSD. We are not giving tax advice, legal advice or other professional advice by allowing you to use the Site, the Products, or the Services. The information communicated on our Site is intended as information to the general public for Users and information about the general use of our Product for Participants, at no time should any information communicated on the Site be construed as advice or information specific to you.
2.3.4 You acknowledge and agree that you are solely responsible for your own decisions whether to purchase our Products and are responsible for all taxes related to your use of Products and Services. You also acknowledge and agree that we have the right to withhold all applicable taxes in connection with any payments we make to you if we are required to do so under applicable law. In such an event, the amount payable to you will be reduced by the amount of tax withheld.
2.3.5 You understand and agree that fiat currency transfers are processed through the Fiat Custody Services Provider not through GMO Trust, and that you are responsible for establishing your own account with the Fiat Custody Services Provider for the deposit and receipt of fiat currency transfers. You further acknowledge and accept that we will share information as necessary with the Fiat Custody Services Provider regarding the establishment, maintenance, and use of your Account, including but not limited to your name, address, and other information that describes your business and Account use.
2.3.6 Purchasing or redeeming GYEN or ZUSD may take a period of time, such as a few to several days, from when the request to purchase or redeem is initiated by you to the time that the purchased Digital Assets or redeemed fiat currency is delivered to you. You agree to provide any relevant information to us about where you acquired the funds utilized to purchase, or where you acquired the GYEN or ZUSD submitted for redemption into fiat currency upon request.
2.3.7 When GYEN or ZUSD is transferred to blockchain addresses that are inactive or not intended to be used as wallet addresses, those GYEN or ZUSD are generally unrecoverable. You acknowledge and agree that GMO Trust is not responsible for any losses you may incur as a result of such a transfer.
2.3.8 We do not own or control the underlying software protocols, including the Ethereum and Stellar blockchains, or Digital Asset networks such as cryptocurrency exchanges that conduct transactions of Digital Assets. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We are not responsible for the operation of the underlying network protocols, and we make no guarantees regarding their security, functionality, or availability.
2.3.9 You understand and agree that in our sole discretion, except as described herein, we may elect not to support a blockchain network after a Fork (each, an “Unsupported Forked Network”). Digital Assets 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 appropriate, including without limitation:
2.3.9.1 Abandoning or otherwise not pursuing obtaining its Digital Assets of the blockchain network that has been created as a result of the Fork;
2.3.9.2 Refusing redemption requests for GYEN or ZUSD submitted from the Unsupported Forked Network;
2.3.9.3 Pursuing and retaining its Digital Assets as property belonging solely to us; or
2.3.9.4 Otherwise disposing of its Digital Assets.
2.3.10 You understand and acknowledge that we reserve the right to refuse any request to purchase or redeem GYEN or ZUSD products to their corresponding fiat currency value when we deem such refusal appropriate in our sole discretion.
3. ESTABLISHING YOUR ACCOUNT
3.1. GMO Account Set-Up; Participant Information ; Our Compliance Policies
3.1.1 In order to use the Products, you must create a GMO Account. Your Account will be used for the purposes described in the GMO User Agreements, including to exchange Japanese Yen for GYEN or United States Dollars for ZUSD.
3.1.2 For purchase of GYEN, a purchase request must first be made through your Account and a subsequent transfer of Japanese Yen will be required in order for the GYEN to be issued and credited into your Wallet,
3.1.3 For a purchase of ZUSD, a purchase request must first be made through your Account and a subsequent transfer of U.S. dollars to the Fiat Custody Services Provider will be required in order for the ZUSD to be issued and credited into your Wallet.
3.1.4 For redemption of GYEN or ZUSD, a redemption request must first be made through your Account and must be reviewed and approved before the fiat currency value is credited to your Account with the Fiat Custody Services Provider. by initiating a deposit of U.S. dollars to be credited into a bank account linked to your GMO Account, and redeem GYEN for Japanese yen by initiating a deposit of Japanese yen to be credited into a bank account linked to your GMO Account.
3.1.5 When establishing an Account or providing periodic updates to the Account, you will be asked to provide information that identifies each person who opens an account, including your name, address, date of birth, tax identification number and other information that will allow us to identify you. We will also ask to see your driver’s license or other identifying documents. You acknowledge and agree that the information will be shared with the Fiat Custody Services Provider.
3.1.6 We require a Participant on our Site, which includes authorization to make purchase or redemption requests for GYEN or ZUSD, to meet certain minimum Account Qualifications in order to verify identity and approve transaction requests, whether as purchases or redemption which includes verification of identity, location, source of funds deposited in the Account, and complete copies of documents including government issued identification, public utility invoices, and bank statements from a chartered, regulated, or otherwise accredited, established and recognized financial institution.
3.1.7 Whether you are a business or an individual, in connection with establishing your Account, you may also be required to disclose certain third-party account information to us, including, without limitation, bank account numbers, cryptocurrency Wallet public keys, and related information to confirm financial resources and existing crypto Wallet usage in order to meet our Account Qualifications.
3.1.8 In addition, at any time before or after your Account has been established, you may be requested to provide certain other information confirming your Account Qualifications pursuant to our compliance programs, policies and applicable law, including, if necessary, information that will enable us to report your tax or other information to the relevant authorities.
3.1.9 In order to initially establish or maintain an Account, you must provide any verification information or Account Qualification information that is requested by us. Based on your responses, including review of the information provided, we may at our discretion refuse or reject any purchase or redemption request, and/or close or suspend your Account.
3.1.10 Our BSA/AML Compliance program is guided as mandated by U.S. federal law, the Patriot Act, and all other rules and regulations regarding AML and Counter-Terrorist Financing (“CTF”) provisions. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that faciliate money laundering, terrorist financing, or any other financial crimes.
3.1.11 We reserve the right to require you to provide us with additional information and/or require you to undergo a background check prior to establishing an account with GMO Trust, or at any point thereafter. We further reserve the right to suspend your Account until we have reviewed the additional information or background check.
3.1.12 You agree to provide true, accurate, current and complete responses to our information requests. If you provide information that is suspected or determined to be untrue, inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your GMO Account and refuse any and all current or future use of the Products, as applicable, and related Services by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution.
3.1.13 In the event your Account is suspended, terminated, or otherwise restricted, we shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the Products, as applicable, or the related Services.
3.1.14 In the event your request to purchase or redeem GYEN or ZUSD is refused or otherwise declined by us, we shall not be liable to make any compensation, monetary or otherwise, following such rejection or declination to transact using our Products, as applicable, or the related Services.
3.1.15 You hereby authorize us, or a third-party service provider utilized by us for identity verification, to verify and authenticate your identity, confirm the information you submit about your bank (or other financial institution) account, and to take any action we deem necessary based on the results.
3.1.16 You agree, represent, and warrant that any and all funds, including fiat currency used for purchase requests and Products used for redemption requests, are not the direct or indirect proceeds of any criminal or fraudulent activity. We reserve the right to investigate the source of any funds, fiat or digital assets, and determine in our sole discretion, how to handle their disposition. You agree to cooperate with us and disclose relevant information about your acquisition, use, and possession of our Products in connection with your access as a Participant or use of our Site.
3.1.17 While we use commercially reasonable efforts to protect the information provided by you to establish or maintain your Account, including Account Qualification data, from inadvertent release or misappropriation, we are not responsible for the intentional or criminal acts of third parties such as hackers or “phishers.”
3.2. Authentication Procedures and Liability for Unauthorized Activity
3.2.1 You are responsible for any and all activities conducted through your Account and validated by us using the Authentication Procedures, as described below, notwithstanding that such activities were not authorized by you. By using the Products and the Services, you agree that the Authentication Procedures described in this Agreement are commercially reasonable for the size, amount and frequency of your transactions. You further agree that the Authentication Procedures described in this Agreement are used to verify the authenticity of your orders or other instructions, but not to detect errors in any order or other instruction you transmit.
3.2.2 In order to log into your GMO Account, you will be required to provide your GMO Account login credentials and other required forms of authentication, which may include verification tokens delivered through short message service or a specified and supported two-factor authentication (“2FA”) application (collectively, “Authentication Procedures”). As a result, you may be required to use at least two forms of authentication when accessing your GMO Account and performing certain operations in the Account. In some instances, atour sole discretion, we may require additional verbal, photographic, or electronic confirmation of a transaction prior to processing a transaction request to purchase or redeem our Products.
3.2.3 You are responsible for maintaining the security and confidentiality of your GMO Account login credentials or 2FA application as applicable. You agree to notify us immediately once you are aware of any unauthorized use of your GMO Account login credentials or 2FA application as well as of any other breach of security. If you choose to install and use a 2FA application on a device on which the operating system has been tampered with in any way, you do so at your own risk. 2FA applications are provided by third parties, and we do not take any responsibility for such third-party applications.
3.2.4 Although we implement certain monitoring processes designed to alert us to fraudulent activity, we are not responsible for any unauthorized use of your GMO 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. We disclaim any and all liability arising from fraudulent entry and use of the Products and the Services (including, but not limited to, liabilities arising from unauthorized activity undertaken through your GMO Account). If someone fraudulently obtains access to your GMO Account, we will take such action as we determine to be warranted, including without limitation, terminating your access and/or your being a Participant immediately, closing the Account, and taking all necessary and appropriate actions under applicable international, federal, state, provincial and local laws.
3.2.5 WE WILL NEVER ASK YOU, FOR ANY REASON, WHETHER BY EMAIL, REGULAR MAIL OR TELEPHONE, TO DISCLOSE YOUR GMO ACCOUNT PASSWORD. PASSWORD INQUIRIES WILL ONLY BE REQUESTED THROUGH THE STANDARD LOG-IN PROCESS. NEVER GIVE YOUR GMO ACCOUNT PASSWORD TO ANYONE WHOM YOU DO NOT INTEND TO AUTHORIZE TO USE YOUR ACCOUNT.
3.2.6 Through correspondence with a member of our GMO team, we may ask you to authenticate yourself by answering a security question which you have set, or multiple security questions, as well as verification of your account personal identification number (“PIN”) which is a six-digit number set by you in your Account information profile. This information should be considered confidential and not shared with any other person, as such disclosure may compromise the security of your Account.
3.3. No GMO Account Transfers; No Grant of Third-Party Access
You are prohibited from transferring, leasing, assigning or selling your GMO Account (or any use thereof) to any third party without our written consent. In addition, you are prohibited from granting any person access to your Account except as expressly permitted herein. Unauthorized use may result in temporary suspension, full termination or other restriction limiting Account access or use.
3.4. Conversation of Fiat Currency
3.4.1 Your Account with us (and any available assets held in such GMO Account) is not a bank account or a deposit account. The U.S. Dollar and Japanese Yen deposits backing your ZUSD or GYEN are held in U.S. depository institutions (each, a “Bank”), in accounts holding cash in bank accounts and/or US Treasury securities, and are held in one or more omnibus segregated custodial accounts as described in the GMO User Agreements (each account an “Omnibus GMO Account”) and/or in one or more money market accounts (each, a “Money Market Account”) (collectively, “Customer Omnibus Accounts”). We may modify our cash management program from time to time, provided that the U.S. Dollar deposits will always be held in regulated U.S. financial institutions or invested in either U.S. Treasury securities or products fully collateralized by U.S. Treasury securities held in segregated accounts, and that the Japanese Yen deposits will always be held in regulated U.S. financial institutions.
3.4.2 Each Omnibus GMO Account is: (i) in our name and under our control, (ii) separate from our business and operating bank accounts, (iii) established for the benefit of Participants and (iv) represents a banking relationship, not a custodial relationship, with each Bank. You understand and agree that Omnibus GMO Accounts do not create or represent any relationship, account or otherwise, between you and any of our banks.
3.4.3 Each Money Market Account is held at a Bank: (i) in our name, and under our control; (ii) separate from our business, operating, and reserve money market accounts; (iii) established specifically for the benefit of you; (iv) managed by a registered financial advisor, (v) custodied by a qualified custodian; and (vi) the monies within which are used to purchase money market funds invested in securities issued or guaranteed by the United States or certain U.S. government agencies or instrumentalities. You understand and agree that Money Market Accounts do not create or represent any relationship between you and any of the related registered financial advisors and/or qualified custodians.
3.4.4 Notwithstanding anything herein to the contrary, you understand and agree that (i) we may hold some or all of your fiat currency deposits in Customer Omnibus Accounts that do not receive any interest, and (ii) we may hold some or all of your fiat currency deposits in Customer Omnibus Accounts that do receive interest and/or other earnings and, in such case, you agree to pay us a fee equal to the amount of any such interest and/or other earnings attributable or allocable to your fiat currency deposits as payment for the services we provide to you under the GMO User Agreements. You understand and agree that we shall collect any such payment, equal to the amount of such allocable interest and/or other earnings, simultaneously upon being paid such interest and/or other earnings to our Customer Omnibus Accounts. We may receive compensation from providers of deposit accounts, bonds, or other securities, either in the form of services provided at a reduced rate, the payment of a referral fee, or otherwise. In addition, you understand and agree that all such fees will be retained by us and you understand and agree that you will not receive any portion of such compensation.
3.4.5 All assets directly held by us are not insured by us or, except as set forth in the GMO User Agreements, by any government agency.
3.4.6 You should note the following information about each of our Customer Omnibus Accounts:
3.4.6.1 In accepting your fiat currency deposits, we are acting as a custodian;
3.4.6.2 We do not have a reversionary interest in any of our Customer Omnibus Accounts;
3.4.6.3 Your rights in the assets held in our Customer Omnibus Accounts are limited to the specific amount of fiat currency that corresponds to the number of GYEN or ZUSD you possess;
3.4.6.4 You direct the movement of fiat currency into and out of our Customer Omnibus Accounts by providing direction to us as specified in the GMO User Agreements;
3.4.6.5 To the extent that interest and/or other earnings are attributable or allocable to your fiat currency deposits held across our Customer Omnibus Accounts, you agree to pay us a fee equal to the amount of any such interest and/or other earnings as payment for the Services we provide to you under the GMO User Agreements, which you understand and agree that we shall collect simultaneously upon being paid such interest and/or other earnings to our Customer Omnibus Accounts;
3.4.6.6 Our Banks accept instruction only from us and our agents and will not accept any instruction from you; and
3.4.6.7 Our Banks do not act as custodians for Digital Assets.
3.5. Activity Report for GMO Account
3.5.1 An activity report for your GMO Trust Account may be accessed in electronic format for viewing online at the applicable page in your GMO Account. We use reasonable efforts to ensure that the information contained in your GMO Account activity report is accurate and reliable; however, because the information is provided real-time, errors may occur. Each Product’s ledger is the definitive record of transactions and balances.
3.5.2 If you believe that your activity report for your GMO Account contains any errors, please notify us immediately of such error, along with any additional information concerning the error. If we do not hear from you within three (3) days after the electronic posting to your GMO 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.
3.6. Closing Your GMO Account
3.6.1 You may close your Account at any time. You understand and agree that closing your GMO Account will not affect any rights and obligations accrued prior to the date of account closure, and that GMO shall not close any Account except when necessary to comply with legal or regulatory obligations.
3.6.2 You may not close any of your GMO Accounts 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.
3.6.3 You are responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of Digital Assets) associated with the closing of your Account and will reimburse GMO for any incurred expenses beyond the standard account closure process following a notice of closure.
4. ACCOUNT SUSPENSION AND TERMINATION
4.1. Suspension and Termination
Without limiting other remedies that may be available to us, we reserve the right, in our sole and absolute discretion, to block Account access or otherwise suspend or restrict your Account , and further we reserve the right to terminate your Account, as well as all Accounts beneficially owned or controlled by you and any members of your household or for which you are a representative or authorized signatory and, in the case of entities, any affiliates, refuse to let you purchase or redeem your Digital Assets, freeze your Digital Assets, or cause a redemption of any ZUSD or GYEN beneficially owned by you, at any time, with or without advance notice, if:
4.1.1 we believe, in our sole and absolute discretion, that you have breached any terms and conditions of this Agreement or any GMO User Agreement;
4.1.2 you engage in abusive behavior, as determined in our sole and absolute discretion;
4.1.3 we are unable to verify or authenticate information requested for identity verification purposes or Account Qualification information that you have provided to us;
4.1.4 we believe, in our sole and absolute discretion, that your actions may cause legal liability for you, our Users, Participants or us;
4.1.5 we have reasonable suspicion that you are directly or indirectly using our Site, the Products, the Services or the Materials in violation of applicable law or regulation, or this Agreement;
4.1.6 we are directed to do so by law enforcement, regulatory authority or court order;
4.1.7 we are required to do so by applicable law or regulation;
4.1.8 we have been advised that your Account is subject to pending litigation, investigation or governmental proceeding and require further clarification or approvals by an appropriate regulator or court of competent jurisdiction to permit account use;
4.1.9 we believe that someone is attempting to gain unauthorized access to your GMO Account;
4.1.10 we believe there is unusual or suspicious activity in your GMO Account;
4.1.11 your Account has not been accessed for twelve (12) consecutive months; or
4.1.12 for any other reason in our sole and absolute discretion where we identify concern with your use and operation of a GMO Account.
In the event that your Account is suspended or terminated, we will immediately cancel all open purchase or redemption requests associated with your Account, block all withdrawals and bar the placing of further orders until resolution or Account cancellation. Any fees incurred in connection with our need to engage with parties such as your legal counsel or representatives, you will be required to reimburse us actual costs for dealing with any parties other than you.
4.2. Loss of Value on Suspension or Termination
We are not responsible for any losses, whether directly or indirectly, resulting from the suspension or termination or your Account for any of the reasons listed above, including your violation of this Agreement or from any government seizure or forfeiture. You agree that neither the Company nor any third party acting on our behalf shall be liable to you for any termination of your access to any part of the Site, the Products or the Services in accordance with this Agreement.
4.3. Your Obligations on Suspension or Termination
4.3.1 In the event your access is suspended or terminated, you will not attempt to regain access to the Site, the Products, or the Services – using the same or different username or other attempted identification – without our prior written consent.
4.3.2 In the event your Account is suspended or terminated, such suspension or termination shall not affect the payment of fees or other amounts that you owe to GMO Trust.
5. SERVICE INTERRUPTION
From time to time due to technological factors, scheduled software updates and the performance of other maintenance, as well as factors beyond or within our control such as an unanticipated blockchain halt, interruption to the Site being online, the Products being available for minting or redemption, or other Services may be temporarily interrupted (“Downtime”). Information on scheduled maintenance windows can be found on our website. Open orders will be held during Downtime and processed normally following Downtime. You acknowledge that we cannot make promises or guarantees about the uptime or accessibility of our Site in the event of Downtime.
6. AGREEMENT TO RECEIVE NOTIFICATIONS AND OTHER COMMUNICATIONS
We reserve the right to send electronic mail or other messages to you and to other Participants for purposes of providing you information about your Account, our Products or Services that you receive. Please see our Privacy Policy regarding certain direct marketing.
7. RESTRICTIONS ON USE OF OUR SITE AND SERVICES
7.1. User Type
If you establish a GMO Account as an individual User, you agree that you will use the Site, the Products, and the Services for your personal use only. If you register as an institutional User on behalf of an institution, you (a) represent that you are an authorized representative of such institution and that this Agreement is binding on such institution, and (b) agree that you will use the Site, the Products, and Services for commercial purposes only. In addition, you agree that any use of the Site, the Products, and the Services shall be for the purposes expressly permitted and contemplated by this Agreement. You may not use the Site, the Products, and the Services for any other purposes without our express prior written consent.
7.2. Restrictions on Use
Without our express prior written authorization, Users and Participants are prohibited from the following actions:
7.2.1 Duplication or reproduction of any part of our Site, the Products, the Services or the Materials (except as expressly provided elsewhere in this Agreement);
7.2.2 Creation of any derivative works based on or using our Site, the Products, the Services, or the Materials, and you agree and stipulate that any and all derivative works are NOT “fair use” including advertisements, displays, memes, or other artistic representations;
7.2.3 Use our Site, the Products, the Services or the Materials for any public display, public performance, sale or rental, and you hereby agree and stipulate that any and all such uses are NOT “fair use”;
7.2.4 Use our market data to develop, create, register, list, trade, clear, or settle any investment product or financial product of any kind;
7.2.5 Redistribution our Site, the Products, the Services, or the Materials, and you hereby agree and stipulate that any and all such uses are NOT “fair use;”
7.2.6 Removal of any copyright or other proprietary notices from our Site, the Products, the Services or the Materials; or, falsify or delete any author attributions, legal or other proper notices or labels of the origin or source material that is uploaded or otherwise provided by you;
7.2.7 Framing or utilizing any framing techniques in connection with our Site, the Products, the Services or the Materials;
7.2.8 Translation, reverse-engineering, decompiling or disassembling our Site, the Products, the Services or the Materials;
7.2.9 Use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Site’s name or marks or those of the Products, and you hereby stipulate that any use of the Site’s name or marks, or any other marks owned by us is an infringement upon our trademark rights;
7.2.10 “Deep-link” to any page of the Site or the Products, or avoid accepting acknowledgement of this Agreement, for the avoidance of doubt, you may only link to the main entry page: https://stablecoin.z.com/ ;
7.2.11 Circumvention of any encryption or other security tools used anywhere on the Site or in conjunction with the Products or the Services (including the theft of usernames, passwords or API keys or using another person’s username, password or API key in order to gain access to a restricted area of the Site);
7.2.12 Use a virtual private network (VPN) to log into, or otherwise access, a GMO Account or the Site;
7.2.13 Use any data mining, bots, scrapers or similar data gathering and extraction tools on the Site or in conjunction with the Products, the Services or the Materials;
7.2.14 To Sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials or the Products or Services or any of your rights to access and use the Products, the Materials or Services as granted specifically by this Agreement, other than any sales, transfers or assignments of ZUSD or GYEN made in accordance with this Agreement and the GMO User Agreements;
7.2.15 Use our Products or Services to impersonate any other User or person;
7.2.16 Use any Materials or information on our Site or included in our Products or Services in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party;
7.2.17 Use or duplicate the computer code underlying any of the Products, contrary to the license contained in each Product’s code repository.
7.2.18 Uploading or attempting to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of ours or another’s property;
7.2.19 The upload, post, email or otherwise transmitting to us any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
7.2.20 To upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that we may designate for such purpose;
7.2.21 Restricting or inhibiting any other User from using and enjoying the Products or the Services;
7.2.22 Harvesting or otherwise collecting information about other users of the Site, the Products or the Services, including email addresses or other personally-identifiable information;
7.2.23 Violating any applicable laws, regulations or policies, or this Agreement;
7.2.24 Using the Products or the Services to pay for, support, receive proceeds from or otherwise engage in any illegal gambling or illicit dark web activities;
7.2.25 The upload, post, email or otherwise transmit any material that is illegal, immoral, obscene or defamatory of any person;
7.2.26 The use of any automatic device or manual process to monitor or reproduce the Site, the Services (including the Products) or the Materials;
7.2.27 The use of any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site, the Products, or Services; and
7.2.28 Identification of any apparent deliberate act or circumstance that may adversely affect proper operation of the Site, the Products, the Services and the reputation and goodwill of the Company, or any of its affiliates.
8. DISCLAIMER OF WARRANTY
8.1. Express Disclaimers
By using the Site, the Products, the Materials or the Services, you expressly acknowledge and agree that:
8.1.1 Such use of the Site, the Products, the Materials, and the Services is at your own and sole risk;
8.1.2 Any material and/or data downloaded or otherwise obtained through the use of the Site, the Products, the Services or any of the Materials is done at your own discretion and risk, and you accept and acknowledge that you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data;
8.1.3 The Site, the Products, the Services and the Materials and all materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;
8.1.4 GMO Trust makes no representations or warranties that the Site, the Products, the Materials and Services, or any materials contained therein, will be uninterrupted, timely, secure, or error-free; nor does GMO Trust make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Site, the Products, the Materials, and the Services or any of the materials contained therein;
8.1.5 GMO Trust cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties; and, GMO Trust does not assume any responsibility or risk for your use of the Internet in connection with the Site, the Products, the Materials, the Services and any materials contained therein;
8.1.6 GMO Trust makes no warranty, express or implied, regarding the time estimated to complete any transaction initiated into through the Site or associated with time in which the Products will be deposited in the Participants account or Wallet
8.1.7 GMO Trust is NOT responsible for the operation, performance, delivery, or any business dealing by any Digital Asset market, and GMO Trust makes no representations or warranties concerning the value or trading price of any Digital Asset;
8.1.8 GMO Trust makes no warranty, express or implied, regarding the availability of the Site, the Products, or the Services, and shall have no liability for any loss or damage arising from Downtime; and
8.1.9 The value of Digital Assets can be volatile and we are not in any way responsible or liable for any losses you may incur by holding or trading Digital Assets, even if the Site, the Products or the Services are delayed, suspended, or interrupted for any reason.
8.2. There are no Implied Warranties contained in these Terms and Conditions. The warranties and representations expressly set forth in this Agreement are the only warranties and representations made by GMO Trust with respect to this Agreement, the Site, the Products, the Materials and the Services, 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.
9. INDEMNIFICATION AND RELEASE
9.1. Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, losses, damages, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of (i) your (or your, under another person’s authority) use, misuse, or inability to use the Site, the Products, the Services, or the Materials; (ii) any regulatory inquiry, legal action, litigation, dispute or investigation related to your GMO Account and to your use of your GMO Account, the Products, or the Services; or (iii) your breach of this Agreement.
We will notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or choose our own legal counsel but are not obligated to do so.
9.2. Release
To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release the Indemnified Parties, from any and all allegations, counts, charges, debts, causes of action, claims and Losses, relating in any way to the use of the Site, the Products, the Service or the Materials, including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of the Site, the Materials or the Products, false identities, fraudulent acts by others, invasion of privacy, release or misuse of personal information, failed transactions, purchases or functionality of the Site, unavailability of the Site, its functions and/or the Services and any other technical failure that may result in inaccessibility to the Site, the Products, the Materials or the Services, or any claim based on vicarious liability for torts committed by Users encountered or transacted with or through the Site, the Products or the Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder.
The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the parties to be interpreted broadly in favor of GMO Trust, and thus any ambiguity shall be interpreted in a manner providing for the release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.
If you are a California resident, you hereby waive California Civil Code Section 1542, which states:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY HIS OR HER SETTLEMENT WITH THE DEBTOR.”
If you are a resident of another jurisdiction with a comparable statute or doctrine, you hereby waive such statute or doctrine to the extent permissible under applicable law.
10. LIMITATION OF LIABILITY
10.1. Limitation of Liability
Except to the extent prohibited by applicable laws, in no event shall GMO (or its licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party, for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, loss of revenue, or loss of goodwill, which may arise from any person’s use, misuse, or inability to use the Site, the Products, the Services, the Materials or any of the materials contained therein, including any loss caused in whole or in part by any inaccuracies, incompleteness or delays in market data, interruptions in the Services, including the Products, even if we have been advised of the probability of such damages and regardless of whether such liability is asserted on the basis of contract, tort or otherwise.
We will not be liable for any damage or interruptions caused by any computer viruses, spyware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. You are responsible for maintaining the security of your environment, including regular use of malware screening and prevention software. You should also be aware that email and other communication services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from GMO. Always log into your GMO Account through our Site or contact us if you have any uncertainty regarding the authenticity of any communication or notice.
10.2. Force Majeure
We will not be liable for our failure to perform any obligations under this Agreement due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, crypto-asset market collapse or fluctuations, fiat currency conversion rate fluctuations, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, spam attacks or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.
If any law, regulation, rule, regulation or decision of any self-regulatory organization, or ordinance, whether international, federal, state, or local, becomes effective which substantially alters our ability to offer the Site, the Products or the Services hereunder, we shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide our Services hereunder; or (ii) thirty (30) days following notice.
10.3. Maximum Liability
In no event shall our maximum aggregate liability hereunder for damages exceed the total fees actually paid by you for use of the Site, the Products or the Services for the period of three (3) months prior to the accrual of the applicable cause or causes of action.
10.4. Right of Set Off
To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to us by you for your breach of this Agreement, your indemnification obligations, or for your other obligations under this Agreement (including, without limitation, transaction fees, funds transfer fees and dormancy fees) against Digital Assets in your GMO Account or any other accounts with us.
11. CONFIDENTIALITY AND COMPLIANCE WITH LEGAL PROCESS
11.1. Permitted Disclosure
We may share information concerning you and your GMO Account:
11.1.1 with the Fiat Custody Service Provider, as well as our banks and other financial institutions that we use or may use in connection with the Products and the Services;
11.1.2 with law enforcement, regulatory authorities, tax authorities (including the US Internal Revenue Service pursuant to the Foreign Account Tax Compliance Act, to the extent this applies), self-regulatory organizations (such as those that operate crypto asset derivative 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 this Agreement or any other applicable policies;
11.1.3 with third parties, such as vendors, agents, contractors and our advisors (e.g., legal, financial, business or other advisors), in order to administer our services, including to verify your identity and conduct screening and due diligence checks;
11.1.4 in connection with a merger, acquisition or otherwise as set forth in Section 19.1; or
11.1.5 as permitted or required by applicable law.
Please refer to our Privacy Policy for more information on the use of your personal information.
11.2. Legal Process
You understand and agree that we may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, that we in good faith believe to be valid. We may, but are not required to, notify you of such process. Conversely, we may be prohibited from notifying you of such process. We may charge you for associated costs, including attorneys’ fees. You agree that we may honor any legal process, regardless of the method or location of service.
12. LINKS AND LINKING
12.1. Third Party Links
Some websites that are linked to or from the Site are owned and operated by third parties. Because we have no control over such websites and resources, you understand and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein, and are not responsible or liable for any such content, advertising, services, products, or other materials on or available from such websites or resources.
Use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use (including privacy policies) for those websites, and not by this Agreement or our Privacy Policy, which is incorporated into this Agreement by reference.
We reserve the right to terminate any link or linking program at any time.
12.2. No Liability; Indemnification
You further understand and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with use of or reliance on, any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.
You hereby agree to defend, indemnify and hold harmless each of the Indemnified Parties from and against any and all Losses that may result from your use of links that may appear on the Site or via the Services.
13. INTELLECTUAL PROPERTY
13.1. Trademarks
GMO.jp” “GMO Internet”, “GMO Japanese YEN”, “GYEN”, “Z.com” and “ZUSD” are trademarks or registered trademarks of ours. None of the marks, logos, domains, and trademarks that you find on the Site, the Products, the Services or in the Materials may be used publicly except with express written permission from the Company and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits the Company or any of its affiliates.
13.2. Other Marks
Other manufacturers’ product and service names referenced on the Site, the Products, the Services and the Materials may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. You acknowledge and agree that we either own or have been authorized by relevant third-party intellectual property owners to use the trademarks, copyright, patents, design and intellectual property of any nature and form found on the Site and the Services.
13.3. Copyright
The Materials (including the market data) accessible from the Site, the Products, and the Services, and any other website owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such Materials. No rights, title or interest in any such Materials are transferred to you by reason of the access to the Site, the Products, or the Services.
All Materials, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of the Company or its content suppliers and are protected by United States and international copyright laws. The compilation of all Materials on the Site and in the Products and the Services is the exclusive property of the Company or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.
Our market data is valuable to us, and to the extent that you receive access to such data, you hereby understand and agree that the market data contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and is the sole property of the Company. The restrictions on use contained in Section 7.2 of this Agreement shall apply with equal force and scope to the market data as to the Site, any of the other Services, and the Materials. Any distribution, publication, or transmission of our market data without our consent is a material breach of this Agreement and a violation of our property rights for which we may seek appropriate legal recourse.
14. EXPORT CONTROL
You understand and agree that the software elements of the Materials on the Site may be subject to regulation by agencies of the United States Government, including, but not limited to, the United States Department of Commerce, which prohibits exports, reexports, or (in-country) transfers of certain software depending on the country and end user to which, and end use for which, the software is being sent. Diversion of such materials contrary to the laws of the United States, or any international, provincial, state or other applicable law, is prohibited and constitutes a violation of this Agreement. You will not assist or participate in any such diversion, any unauthorized export, reexport, or transfer, nor other violation of applicable laws and regulations. You agree that none of the Products, the Services, or the Materials are being or will be used, acquired for, shipped, transferred, or re-exported, or transferred, directly or indirectly, to proscribed or embargoed countries or their nationals, or any other restricted end user, or will be used for any restricted end use.
15. NOTICE
15.1. Notice
Any notice we are required to give you under this Agreement may be provided by email, postal mail, or facsimile utilizing the contact information provided by you when you registered with the Site and/or the Products. Notices from you to us shall be given by email to: contact@gmo-trust.com, unless otherwise specified in this Agreement.
15.2. Change of Address
You are responsible for maintaining current information, including your current address. Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of this Agreement.
15.3. Change to Terms and Conditions or Fees
Any notice of a change to our General Terms and Conditions or fees required to be given pursuant to Section 1.6 hereof shall be sent to the email address you provide to us. The email notice will instruct you to visit our website to review the new changes to this Agreement or the fees.
15.4. When Notice is Effective
Notices shall be deemed effective upon delivery. Notices delivered by a nationally recognized overnight carrier (e.g., United States Express Mail or Federal Express) shall be deemed delivered on the business day following mailing. Notices mailed by United States Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they 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 shall be deemed delivered upon posting. Notices delivered by any other method shall be deemed given upon receipt. Either party may, by giving the other party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder.
15.5. Refused, Unclaimed, or Undeliverable Notice
Any correctly addressed notice that is refused, unclaimed or undeliverable shall 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.
15.6. Confidentiality of Communications
We do not provide any facility for sending or receiving private or confidential electronic communications. Visitors should not use this Site or Services (including the Products) to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into this Site or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages. User should not have an expectation of privacy regarding any communications sent through this Site or the Services.
16. ARBITRATION; STATUTE OF LIMITATIONS
16.1. Arbitration
PLEASE READ CAREFULLY—IMPORTANT—AFFECTS YOUR LEGAL RIGHTS
You and we agree that any dispute arising out of or relating in any way to Your use of the Services and the Products, Your GMO Account, or this Agreement, shall be finally settled, on an individual basis, by arbitration 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 claim or dispute, whether in contract, tort, equity, or otherwise (including the interpretation and scope of this arbitration provision, and the arbitrability of the claim or dispute), shall be resolved by such individual arbitration and not by a court action. Judgment on the award rendered by the arbitrator 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 shall be finally settled by arbitration by a neutral arbitrator selected by agreement of the parties (or, if the parties cannot agree, selected by any court having jurisdiction. The language of the arbitration shall be English and, if administered under the Commercial Arbitration Rules, its site shall be New York, NY.
For purposes of this agreement to arbitrate, “You” and “Your” includes you and any authorized user on your GMO Account, or anyone else connected with you or claiming through you; and “we” includes GMO Trust and all of its parents, subsidiaries, affiliates, successors, predecessors, employees, and related persons or entities, and all third parties who are regarded as agents or representatives of us in connection with the subject matter of the claim or dispute at issue.
This Section 16.1 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. The arbitrator shall have no authority to entertain any claim as a class action or private attorney general action or on any other similar representative basis, nor shall 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 shall have no authority to award any punitive or exemplary damages.
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, except that if the terms prohibiting any public injunctive relief or other injunctive relief on a class or representative basis are held to be legally unenforceable for any reason, then such injunctive relief must be handled in court but all other relief sought shall be handled through arbitration. If any other part of this Section 16.1 other than the terms prohibiting class, representative, or consolidation procedures are declared unenforceable, the remainder shall be enforceable.
If for any reason this Section 16.1 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 the Company 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 shall 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).
16.2. Applicable Statute of Limitations
Notwithstanding the period of limitation prescribed by applicable laws for the bringing of any relevant action or claim and except as otherwise provided in Section 3.5, the parties hereby mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of this 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 shall have no further claim whatsoever against the other party in respect thereof.
16.3. Governing Law
This Agreement shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions of any jurisdiction, and the Federal Arbitration Act.
17. Right to Injunctive Relief
You agree that due to the nature of our business, monetary damages for a breach of your obligations under this Agreement would be inadequate to compensate us. Accordingly, you understand and agree that any violation or threatened violation by you of your obligations under this Agreement will cause irreparable injury to us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we will be entitled to obtain injunctive relief against any threatened breach of this Agreement or the continuation of such breach without the necessity of proving actual damages.
18. COMPLAINTS
If you would like to contact us with a complaint, please contact our customer support team using one of the following methods:
E-mail support@gmo-trust.com using the email address associated with your account.
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) 630-0351
19. MISCELLANEOUS PROVISIONS
19.1. Assignment
Neither this Agreement, nor any of your rights and obligations hereunder, may be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
In the event that we are acquired by, sold to or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. See also our Privacy Policy for additional information.
19.2. Severability
If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of this Agreement, which will continue to be in full force and effect, and any prior, effective provision of this Agreement that was superseded by such invalid, unenforceable or illegal provision shall be deemed valid and enforceable to the fullest extent.
19.3. No Waiver
No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us. All waivers must be in writing.
19.4. Headings
All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
19.5. Complete Agreement
This Agreement, together with the GMO User Agreements, constitutes the entire agreement between the parties with respect to your access and use of the Site, the Products, the Services, the Materials (including the market data) and the materials contained therein. This Agreement, together with our Privacy Policy, supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.
19.6. Other Jurisdictions
We make no representation that the Site, the Products, the Services, the Materials (including the market data) or any of the materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Site, the Products, the Services and the Materials from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.
19.7. Survival
All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including without limitation, sections pertaining to suspension or termination, debts owed, general use of the Products, or the Services, disputes with us, and general provisions, shall survive the termination or expiration of this Agreement.
19.8. No Agency Relationship
Nothing in this Agreement shall 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 shall be limited to those expressly set forth herein. We are not your agent or other representative. Except for the indemnity and exculpation provisions herein, (i) nothing expressed in or implied from this Agreement is intended or shall 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 Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons or entities and (ii) this Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
Japanese Yen-Backed Stablecoin Terms and Conditions
The Japanese Yen-Backed Stablecoin Terms and Conditions (hereinafter “GYEN Agreement” or “GYEN Terms and Conditions”) constitute an addendum to the General Terms and Conditions for the provision and use of the Japanese yen denominated and backed stablecoin managed by GMO-Z.com known as GYEN-backed tokens (“GYEN”). These GYEN Terms and Conditions apply to each electronic form or contract executed by Users and/or Participants who use GYEN, unless expressly stipulated otherwise in the GMO User Agreements. To the extent there is a conflict between the GYEN Agreement and the General Terms and Conditions, the terms of this GYEN Agreement shall govern and control. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the General Terms and Conditions.
- PRELIMINARY PROVISIONS
- Terms and Conditions
- You must agree to all of the terms of this GYEN Agreement. If you do not agree to or accept all of the terms of this GYEN Agreement, please immediately discontinue access to, and use of, all GMO-Z.com Services and Products. This GYEN Agreement applies to all users and/or customers of GYEN, whether as a guest or a registered Participant.
- By agreeing to the GYEN Terms and Conditions, you agree to be bound by the General Terms and Conditions and the rest of the GMO User Agreements, as applicable.
- If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use any of GMO-Z.com Services and Products. By continuing to access or use the Site, you indicate that you are (18) years of age or older or have the legal capacity to enter legally binding contracts under applicable laws. Misrepresentation of your age to gain access to any of GMO-Z.com Services and Products is a breach of this GYEN Agreement.
- Definitions
- “ERC20 token” means a technical standard used for smart contracts on the Ethereum blockchain for implementing tokens.
- “GMO Platform” means the online software platform operated by GMO-Z.com for the issuance and redemption of GYEN.
- Terms and Conditions
- DISCLAIMER; RISK FACTORS
- The Ethereum blockchain may experience backlogs, higher than normal transaction fees, changes to the network, failure or a fork in the protocol. We do not own or control the Ethereum blockchain and are not responsible for the operation of the Ethereum network and make no guarantees regarding the network’s security, functionality, or availability.
- Because GYEN tokens are ERC20 tokens, they may be compatible with software or other technology provided by third-party. The Company does not guarantee the security or functionality of any third-party software or technology and is not responsible for any losses of GYEN due to the failure of third-party software or technology.
- Please also review the General Terms and Conditions for additional risk factors.
- THE PLATFORM
- The GMO Platform is an online platform that allows Participants to acquire GYEN from the Company for Japanese yen and redeem GYEN from the Company for Japanese yen.
- GYEN TOKENS
- Once you have GYEN tokens, you can transfer them, trade them, keep them, use them to pay persons that will accept GYEN, or redeem them for Japanese yen from the GYEN custody account, subject to the limitations below.
- GYEN tokens are fully backed by Japanese yen held by the Company on Participants’ behalf in segregated custodial accounts with U.S. banks specifically held for the benefit of GYEN customers, and will be held in cash. The Japanese yen used to purchase GYEN tokens are deposited in U.S. insured depository banks to maintain a one-to-one ratio of each GYEN to the amount of Japanese yen deposits. For example, if you purchase one hundred GYEN with one hundred Japanese yen, GMO-Z.com will hold those one hundred Japanese yen in an account to support the one hundred GYEN in circulation.
- The GYEN tokens are ERC20 tokens on the Ethereum public blockchain. Because of this, GYEN may be compatible with existing third-party software that supports ERC20 tokens.
- Only verified Participants may purchase GYEN from us or redeem GYEN from us. We may also refuse to issue GYEN to, or redeem GYEN from, or we may cause a redemption from, a verified Participant in the event of any of any of the circumstances described in Section 4.1 of the General Terms and Conditions, including, without limitation, where we believe that the issuance, holding or redemption of GYEN would be contrary to applicable law or would otherwise expose us to legal liability. Absent a justification not to redeem GYEN, and provided that you are a fully verified Participant of the Company, your GYEN tokens are freely redeemable, subject to the redemption minimums described herein.
- FDIC COVERAGE
- Overview of Cash Backing GYEN
The Company provides cash management for the Japanese yen deposits backing the GYEN so that each GYEN is backed by an equivalent amount of Japanese yen deposits. To achieve this, the Japanese yen deposits backing the GYEN tokens are held at U.S. depository institutions, which include U.S. depository institutions to which cash is swept pursuant to a certain deposit placement agreement. - Deposit Accounts
Each depository account is (i) in our name and under our control, (ii) separate from our business and operating bank accounts, and (iii) established specifically for the benefit of GMO-Z.com Participants. The primary depository account is protected by FDIC insurance up to $250,000 for each account ownership category. The primary deposit account may retain balances in excess of the FDIC insurance limit. GMO makes no representation as to whether Participants will have the ability to “opt in” to obtain “pass-through” deposit insurance.
- Overview of Cash Backing GYEN
- PURCHASING GYEN
- You may purchase GYEN only with Japanese yen transferred from a bank account in your name and under your exclusive control with financial institutions. Once we confirm that your funds have been deposited into the GYEN custody account and validate that they are from a bank account owned by you, we will initiate a withdrawal of GYEN to be credited into your Wallet. If a Japanese yen deposit does not originate from a bank account owned by you, it will be rejected and returned immediately.
- You represent and warrant that all funds that you use to purchase GYEN do not represent the proceeds of any criminal, fraudulent or otherwise unlawful activity. If we, in our sole discretion, determine that you are not the owner of the funds used, or to be used, we reserve the right to refuse to issue any GYEN to you or refrain from establishing or maintaining a GMO Account for you.
- In order to receive GYEN, you must provide us with a valid Wallet address, which must always be under your exclusive control.
- Prior to the placement of a purchase order on our GMO Platform, you will be required to review the following information: the amount of the purchase, the commission (if any) to be charged by the GMO Platform, and the Wallet address to which the GYEN will be sent. For more detailed instructions on how to be issued GYEN, please refer to [link to User Guide to be inserted].
- Once an issuance of GYEN has been initiated and the appropriate assets have been credited and debited, the transaction may not be reversible.
- The Company may require a minimum amount for purchase, which may be updated from time to time.
- Once a purchase request has passed compliance checks, it will be processed according to the conversion schedule.
- REFUNDS AND CANCELLED ORDERS
Once you initiate a transaction, you are not entitled to a return of funds or GYEN. The Company reserves the right to cancel or nullify orders in the event that the order contains a bug, mistake, or of an actual or suspected breach of this GYEN Agreement. - CONVERSION FROM GYEN TO JAPANESE YEN
- In order to redeem GYEN for Japanese yen through the GMO Platform, you must have a GMO Account. Your GMO Account will have a unique redemption address to which you can send your respective GYEN for the purposes of redemption. Upon sending your GYEN to your redemption address, the Company will credit into a bank account linked to your GMO Account a corresponding amount, less any fees, of Japanese yen. For example, if you send 100 GYEN to the identified redemption address, the Company will initiate a deposit of 100 Japanese yen, less any fees, to be credited into a bank account linked to your GMO Account. ALL REDEMPTIONS WILL BE ON A ONE-FOR-ONE BASIS, NOTWITHSTANDING ANY CHANGE IN THE MARKET VALUE OF GYEN.
- The Company will use reasonable efforts to redeem your GYEN quickly. It may take up to 3 business day for your GMO Account balance to reflect the redemption. Once a conversion request has passed compliance checks, it will be processed according to the conversion schedule.
- FORKS
- You understand, acknowledge and agree that the underlying operating rules of the Ethereum blockchain may change from time to time in such a way as to result in more than one related version of Ethereum (each instance of any such change, a “Fork”). If a Fork occurs, it will result in the creation of a new branch of the Ethereum blockchain. The Company will evaluate all Forks and make a determination, based on a number of factors, to support each GYEN on one, and only one, of the Forks. The Company will continue to provide Services for, support and hold Japanese yen only against, GYEN held on the supported Fork.
- If a Fork occurs, you understand, acknowledge and agree that we may temporarily suspend the operations of the GMO Platform.
- FREEZES AND UPGRADES
- As part of the ERC20 smart contract and as part of the Services, the Company has the ability and the right to freeze and upgrade all GYEN tokens (on an aggregate basis), regardless of where the GYEN tokens are being held. The Company will use reasonable efforts to provide prior notice of any freeze or upgrade and inform holders of GYEN of the reasons and consequences of the freeze and/or upgrade. The Company will use reasonable efforts to use the freeze and/or upgrade feature only under limited circumstances.
- FEES
- Fees on Issuance and Redemption
- An overview of our fees on issuance and redemption is set forth at https://stablecoin.z.com/fee-schedule. To the extent any fee, including Banking Fee noted below, results in the Company having to make rounding adjustments, the Company may round down the number of GYEN to the nearest Yen at conversion.
- Banking Fees
- The Company may charge you fees for purchasing and redeeming GYEN from the GMO Platform. To the extent the Company incurs certain fees from financial institutions to process your purchase or redemption, such as foreign exchange fees, the Company reserves the right to charge you for such fees by reducing the balance owed to you by the amount of the fees incurred to process your purchase or redemption. In addition, your financial institution and/or the provider of your Wallet, however, may charge transaction and other fees, such as Ethereum network mining fees and wire transfer fees related to purchasing or redeeming GYEN.
- Right to Change Fees and Fee Structure
- 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 our Site. Your first use of your GMO 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 GMO Account as provided in this GYEN Agreement.
- Fees on Issuance and Redemption
- ILLEGAL USE OF GYEN
WE MAY FREEZE, TEMPORARILY OR PERMANENTLY, YOUR USE OF, AND ACCESS TO, GYEN OR THE JAPANESE YEN BACKING YOUR GYEN, WITH OR WITHOUT ADVANCE NOTICE, IF WE ARE REQUIRED TO DO SO BY LAW, INCLUDING BY COURT ORDER OR OTHER LEGAL PROCESS.
YOUR GYEN AND THE JAPANESE YEN BACKING YOUR GYEN MAY BE SUBJECT TO SEIZURE OR FORFEITURE BY LAW ENFORCEMENT, AND WE WILL COMPLY WITH LEGAL PROCESS IN RESPECT THEREOF.
IF WE DETERMINE AFTER INVESTIGATION THAT ANY OF YOUR GYEN HAVE BEEN USED, IS BEING OR MAY BE USED, FOR ILLEGAL (OR SANCTIONED) ACTIVITY, WE MAY NOT PERMIT YOU TO REDEEM YOUR GYEN FOR JAPANESE YEN FROM GMO, AND, IF PRESENTED FOR REDEMPTION, SUCH GYEN AND THE JAPANESE YEN BACKING SUCH GYEN STABLECOINS MAY BE FORFEITED.
ANY GYEN OR FIAT CURRENCY UNDERLYING GYEN THAT ARE SUBJECT TO FREEZE, SEIZURE, FORFEITURE OR SIMILAR LIMITATION ON THEIR USE IMPOSED BY LAW MAY BECOME WHOLLY AND PERMANENTLY UNRECOVERABLE AND UNUSABLE, AND IN APPROPRIATE CIRCUMSTANCES, MAY BE DESTROYED.
THIS SECTION APPLIES TO ALL HOLDERS OF GYEN, REGARDLESS OF WHETHER THE HOLDER IS A PARTICIPANT OF GMO.
BY USING GYEN, YOU AGREE THAT WE MAY TAKE THE ACTIONS SET FORTH IN THIS SECTION AND THAT WE WILL NOT BE LIABLE TO YOU THEREFORE.
U.S. Dollar-Backed Stablecoin Terms and Conditions
The U.S. Dollar-Backed Stablecoin Terms and Conditions (hereinafter “ZUSD Agreement” or “ZUSD Terms and Conditions”) constitute an addendum to the General Terms and Conditions for the provision and use of the U.S. dollar denominated and backed stablecoin managed by GMO-Z.com known as ZUSD-backed tokens (“ZUSD”). These ZUSD Terms and Conditions apply to each electronic form or contract executed by Users and/or Participants who use ZUSD, unless expressly stipulated otherwise in the GMO User Agreements. To the extent there is a conflict between the ZUSD Agreement and the General Terms and Conditions, the terms of this ZUSD Agreement shall govern and control. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the General Terms and Conditions.
- PRELIMINARY PROVISIONS
- Terms and Conditions
- You must agree to all of the terms of this ZUSD Agreement. If you do not agree to or accept all of the terms of this ZUSD Agreement, please immediately discontinue access to, and use of, all GMO-Z.com Services and Products. This ZUSD Agreement applies to all users and/or customers of ZUSD, whether as a guest or a registered Participant.
- By agreeing to the ZUSD Terms and Conditions, you agree to be bound by the General Terms and Conditions and the rest of the GMO User Agreements, as applicable.
- If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use any of GMO-Z.com Services and Products. By continuing to access or use the Site, you indicate that you are (18) years of age or older or have the legal capacity to enter legally binding contracts under applicable laws. Misrepresentation of your age to gain access to any of GMO-Z.com Services and Products is a breach of this ZUSD Agreement.
- Definitions
- “ERC20 token” means a technical standard used for smart contracts on the Ethereum blockchain for implementing tokens.
- “GMO Platform” means the online software platform operated by GMO-Z.com for the issuance and redemption of ZUSD.
- Terms and Conditions
- DISCLAIMER; RISK FACTORS
- The Ethereum blockchain may experience backlogs, higher than normal transaction fees, changes to the network, failure or a fork in the protocol. We do not own or control the Ethereum blockchain and are not responsible for the operation of the Ethereum network and make no guarantees regarding the network’s security, functionality, or availability.
- Because ZUSD tokens are ERC20 tokens, they may be compatible with software or other technology provided by third-party. The Company does not guarantee the security or functionality of any third-party software or technology and is not responsible for any losses of ZUSD due to the failure of third-party software or technology.
- Please also review the General Terms and Conditions for additional risk factors.
- THE PLATFORM
- The GMO Platform is an online platform that allows Participants to acquire ZUSD from the Company for U.S. dollars and redeem ZUSD from the Company for U.S. dollars.
- ZUSD TOKENS
- Once you have ZUSD tokens, you can transfer them, trade them, keep them, use them to pay persons that will accept ZUSD, or redeem them for U.S. dollars from the ZUSD custody account, subject to the limitations below.
- ZUSD tokens are fully backed by U.S. dollars held by the Company on Participants’ behalf in segregated custodial accounts with U.S. banks specifically held for the benefit of ZUSD customers, and will be held in cash and/or US Treasury securities. The U.S. dollars used to purchase ZUSD tokens are deposited in U.S.-insured depository banks to maintain a one-to-one ratio of each ZUSD to the amount of U.S. dollar deposits. For example, if you purchase one hundred ZUSD with one hundred U.S. dollars, GMO-Z.com will hold those one hundred U.S. dollars in an account to support the one hundred ZUSD in circulation.
- The ZUSD tokens are ERC20 tokens on the Ethereum public blockchain. Because of this, ZUSD may be compatible with existing third-party software that supports ERC20 tokens.
- Only verified Participants may purchase ZUSD from us or redeem ZUSD from us. We may also refuse to issue ZUSD to, or redeem ZUSD from, or we may cause a redemption from, a verified Participant in the event of any of any of the circumstances described in Section 4.1 of the General Terms and Conditions, including, without limitation, where we believe that the issuance, holding or redemption of ZUSD would be contrary to applicable law or would otherwise expose us to legal liability. Absent a justification not to redeem ZUSD, and provided that you are a fully verified Participant of the Company, your ZUSD tokens are freely redeemable, subject to the redemption minimums described herein.
- FDIC COVERAGE
- Overview of Cash Backing ZUSD
The Company provides cash management for the U.S. dollar deposits backing the ZUSD so that each ZUSD is backed by an equivalent amount of U.S. dollar deposits or U.S. Treasury securities. To achieve this, the U.S. dollar deposits backing the ZUSD tokens are (i) held at U.S. depository institutions, which include U.S. depository institutions to which cash is swept pursuant to a certain deposit placement agreement, and/or (ii) invested in U.S. Treasury securities. The Company may modify its cash management program from time to time, provided that the U.S. dollars will always be held in regulated U.S. financial institutions or invested in either U.S. Treasury securities or products fully collateralized by U.S. Treasury securities held in segregated accounts. - Deposit Accounts
Each depository account is (i) in our name and under our control, (ii) separate from our business and operating bank accounts, and (iii) established specifically for the benefit of GMO-z.com Participants. The primary depository account is protected by FDIC insurance up to $250,000 for each account ownership category. The primary deposit account may retain balances in excess of the FDIC insurance limit. GMO makes no representation as to whether Participants will have the ability to “opt in” to obtain “pass-through” deposit insurance. - Treasury Bond Program
U.S. dollars backing the ZUSD may be invested in U.S. Treasury securities, including through direct purchases of U.S. Treasury securities by GMO-Z.com or in connection with overnight reverse repurchase agreements that are collateralized by US Treasury securities.
- Overview of Cash Backing ZUSD
- PURCHASING ZUSD
- You may purchase ZUSD only with U.S. dollars transferred from a bank account in your name and under your exclusive control with financial institutions. Once we confirm that your funds have been deposited into the ZUSD custody account and validate that they are from a bank account owned by you, we will initiate a withdrawal of ZUSD to be credited into your Wallet. If a U.S. dollar deposit does not originate from a bank account owned by you, it will be rejected and returned.
- You represent and warrant that all funds that you use to purchase ZUSD do not represent the proceeds of any criminal, fraudulent or otherwise unlawful activity. If we, in our sole discretion, determine that you are not the owner of the funds used, or to be used, to purchase ZUSD, we reserve the right to refuse to issue any ZUSD to you or refrain from establishing or maintaining a GMO Account for you.
- In order to receive ZUSD, you must provide us with a valid Wallet address, which must always be under your exclusive control.
- Prior to the placement of a purchase order on our GMO Platform, you will be required to review the following information: the amount of the purchase, the commission (if any) to be charged by the GMO Platform, and the Wallet address to which the ZUSD will be sent. For more detailed instructions on how to be issued ZUSD, please refer to [link to User Guide to be inserted].
- Once an issuance of ZUSD has been initiated and the appropriate assets have been credited and debited, the transaction may not be reversible.
- The Company may require a minimum amount for purchase, which may be updated from time to time.
- Once a purchase request has passed compliance checks, it will be processed according to the conversion schedule.
- REFUNDS AND CANCELLED ORDERS
Once you initiate a transaction, you are not entitled to a return of funds or ZUSD. The Company reserves the right to cancel or nullify orders in the event that the order contains a bug, mistake, or of an actual or suspected breach of this ZUSD Agreement. - CONVERSION FROM ZUSD TO U.S. DOLLARS
- In order to redeem ZUSD for U.S. dollars through the GMO Platform, you must have a GMO Account. Your GMO Account will have a unique redemption address to which you can send your respective ZUSD for the purposes of redemption. Upon sending your ZUSD to your redemption address, the Company will credit into a bank account linked to your GMO Account a corresponding amount, less any fees, of U.S. dollars. For example, if you send 100 ZUSD to the identified redemption address, the Company will initiate a deposit of 100 U.S. dollars, less any fees, to be credited into a bank account linked to your GMO Account. ALL REDEMPTIONS WILL BE ON A ONE-FOR-ONE BASIS, NOTWITHSTANDING ANY CHANGE IN THE MARKET VALUE OF ZUSD.
- All ZUSD will be rounded down to the nearest U.S. cent at conversion.
- The Company will use reasonable efforts to redeem your ZUSD quickly. It may take up to 3 business days for your GMO Account balance to reflect the redemption. Once a conversion request has passed compliance checks, it will be processed according to the conversion schedule.
- FORKS
- You understand, acknowledge and agree that the underlying operating rules of the Ethereum blockchain may change from time to time in such a way as to result in more than one related version of Ethereum (each instance of any such change, a “Fork”). If a Fork occurs, it will result in the creation of a new branch of the Ethereum blockchain. The Company will evaluate all Forks and make a determination, based on a number of factors, to support each ZUSD on one, and only one, of the Forks. The Company will continue to provide Services for, support and hold U.S. dollars only against, ZUSD held on the supported Fork.
- If a Fork occurs, you understand, acknowledge and agree that we may temporarily suspend the operations of the GMO Platform.
- FREEZES AND UPGRADES
- As part of the ERC20 smart contract and as part of the Services, the Company has the ability and the right to freeze and upgrade all ZUSD tokens (on an aggregate basis), regardless of where the ZUSD tokens are being held. The Company will use reasonable efforts to provide prior notice of any freeze or upgrade and inform holders of ZUSD of the reasons and consequences of the freeze and/or upgrade. The Company will use reasonable efforts to use the freeze and/or upgrade feature only under limited circumstances.
- FEES
- Fees on Issuance and Redemption
- An overview of our fees on issuance and redemption is set forth at http://stablecoin.z.com/fee-schedule/. To the extent any fee, including Banking Fee noted below, results in the Company having to make rounding adjustments, the Company may round down the number of ZUSD to the nearest cent at conversion.
- Banking Fees
- The Company may charge you fees for purchasing and redeeming ZUSD from the GMO Platform. To the extent the Company incurs certain fees from financial institutions to process your purchase or redemption, such as foreign exchange fees, the Company reserves the right to charge you for such fees by reducing the balance owed to you by the amount of the fees incurred to process your purchase or redemption. In addition, your financial institution and/or the provider of your Wallet, however, may charge transaction and other fees, such as Ethereum network mining fees and wire transfer fees related to purchasing or redeeming ZUSD.
- Right to Change Fees and Fee Structure
- 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 our Site. Your first use of your GMO 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 GMO Account as provided in this ZUSD Agreement.
- Fees on Issuance and Redemption
- ILLEGAL USE OF ZUSD
WE MAY FREEZE, TEMPORARILY OR PERMANENTLY, YOUR USE OF, AND ACCESS TO, ZUSD OR THE U.S. DOLLARS BACKING YOUR ZUSD, WITH OR WITHOUT ADVANCE NOTICE, IF WE ARE REQUIRED TO DO SO BY LAW, INCLUDING BY COURT ORDER OR OTHER LEGAL PROCESS.
YOUR ZUSD AND THE U.S. DOLLARS BACKING YOUR ZUSD MAY BE SUBJECT TO SEIZURE OR FORFEITURE BY LAW ENFORCEMENT, AND WE WILL COMPLY WITH LEGAL PROCESS IN RESPECT THEREOF.
IF WE DETERMINE AFTER INVESTIGATION THAT ANY OF YOUR ZUSD HAVE BEEN USED, IS BEING OR MAY BE USED, FOR ILLEGAL (OR SANCTIONED) ACTIVITY, WE MAY NOT PERMIT YOU TO REDEEM YOUR ZUSD FOR U.S. DOLLARS FROM GMO, AND, IF PRESENTED FOR REDEMPTION, SUCH ZUSD AND THE U.S. DOLLARS BACKING SUCH ZUSD MAY BE FORFEITED.
ANY ZUSD OR FIAT CURRENCY UNDERLYING ZUSD THAT ARE SUBJECT TO FREEZE, SEIZURE, FORFEITURE OR SIMILAR LIMITATION ON THEIR USE IMPOSED BY LAW MAY BECOME WHOLLY AND PERMANENTLY UNRECOVERABLE AND UNUSABLE, AND IN APPROPRIATE CIRCUMSTANCES, MAY BE DESTROYED.
THIS SECTION APPLIES TO ALL HOLDERS OF ZUSD, REGARDLESS OF WHETHER THE HOLDER IS A PARTICIPANT OF GMO.
BY USING ZUSD, YOU AGREE THAT WE MAY TAKE THE ACTIONS SET FORTH IN THIS SECTION AND THAT WE WILL NOT BE LIABLE TO YOU THEREFORE.