You (“Client”) agree and understand that by clicking to agree below, you are agreeing to enter into these vault services terms (these “Vault Terms”) by and between you and G Mint Sàrl (“G Mint”). G Mint agrees to hold and store, in accordance with these Vault Terms, certain gold owned by the Client identified in the Client Account Agreement (the “Agreement”). Capitalized terms defined in the Agreement are incorporated into these Vault Terms.
1. Vault Services. G Mint will provide, in accordance with these Vault Terms, vaulting, storage, handling, delivery, and related services on behalf of the Client for the amount of Physical Gold corresponding to the Digital Gold held in Client’s Account at any time (“Vault Services”).
a) Location. G Mint will store the Physical Gold at one or more of the locations disclosed on the App or our website at www.qenta.com as updated from time to time.
b) Ownership. G-Mint agrees that all Physical Gold held in any such location corresponding to the Digital Gold held in Client’s Account is, and shall at all times remain, the property of Client. Client agrees that G-Mint shall rely exclusively on the Network as the record of ownership of the Physical Gold corresponding to any Digital Gold and for purposes of verifying the Client’s ownership of Physical Gold.
2. Fees. Client agrees to pay G Mint the fees charged for Vault Services (“Vault Service Fees”) as set forth on the App or our website at https://www.qenta.com/appsupport, as updated from time to time. G Mint may periodically vary the Vault Service Fees at its discretion and shall provide the Client notice of such change in fees within a commercially reasonable period that is not less than 30 days before such changes become effective. Such new Vault Service Fees shall apply prospectively to all the Client’s holdings of Digital Gold after the effective date specified in such notice. Client has authorized G-Co to transfer from Client’s Account to G-Mint’s G-Coin account an amount of Digital Gold equal to the Vault Service Fees and any other fees or sums that become due or payable to G-Mint pursuant to these Vault Terms at such intervals as G-Mint may determine at its sole discretion.
3. Insurance. G-Mint shall ensure that there is an all risk insurance policy in place with reputable insurers, which shall insure the Physical Gold against any loss, damage or destruction, subject to the terms, conditions and limitations of liability in these Vault Terms.
4. Use of Third-Party Storage Providers. G-Mint does not own a vault to maintain Physical Gold and instead rents vault space for the storage of Physical Gold from reputable third-party vault service providers (each a “Storage Provider”). The Client expressly consents to G-Mint contracting with Storage Providers for the provision of Vault Services and holding Physical Gold at such Storage Providers; provided, (a) G-Mint will be solely responsible for the performance of its obligations, and will timely pay, all rents, fees and other expenses charged or incurred, under any applicable vault rental agreement and (b) such vault rental agreement requires the Storage Provider to act as a Reasonable and Prudent Operator. The term “Reasonable and Prudent Operator” shall mean “a person seeking in good faith to perform its contractual obligations and, in so doing and in the general conduct of its undertaking, exercising that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances or conditions.” Client agrees that Client is not a third-party beneficiary to any such vault rental agreement, G Mint has exclusive authority to direct Storage Providers under the terms of or otherwise enforce vault rental agreements, and Client shall have no right to make any claim against a Storage Provider in connection with Vault Services under any applicable vault rental agreement or otherwise.
5. Redemption. Based on the country of residence of the Client, Client may have the option to redeem Digital Gold for the corresponding amount of Physical Gold pursuant to this Section 5. The countries in which G-Mint is able to provide the redemption of Digital Gold is disclosed on the App or our website at https://www.qenta.com/appsupport.
a) Redemption Requirements. The requirements for redemption orders are as follows:
i. Client must be resident in a country in which G-Mint is able to offer redemption of Digital Gold to a Client in accordance with applicable law;
ii. Client’s identity and delivery address will be verified by G Mint;
iii. Client may only redeem its Digital Gold for standard weights of Physical Gold available for delivery, as disclosed on the App or our website at https://www.qenta.com/appsupport, for which a corresponding amount of Digital Gold must be redeemed;
iv. G-Mint may substitute Physical Gold owned by G-Mint for the Physical Gold corresponding to the Digital Gold being redeemed by Client to enable G-Mint to timely deliver Physical Gold to Client in an efficient and practicable manner;
v. Client must transfer the amount of Digital Gold to be redeemed to an Account specified by G Mint;
vi. Client must accept the terms for shipment and delivery (which may include Client entering into a separate transportation agreement and tax indemnity forms in respect of any importation of Physical Gold) and any restrictions thereon; and
vii. Client must pay shipping and handling fees in connection with the physical delivery of the Physical Gold to Client in advance of shipment of the Physical Gold.
b) Limitation on Redemption. G Mint shall not be required to redeem Digital Gold while Client’s Account is subject to an administrative hold under Section 8 of the Agreement or suspended or restricted under Section 11 of the Agreement. Client agrees that G-Mint has no obligation to arrange for the delivery of Physical Gold at its offices or at the location of any Storage Provider.
c) Cancellation of Redeemed Digital Gold. Upon shipment of the Physical Gold, G Mint will cause the Digital Gold delivered to its Account for redemption, or the Digital Gold corresponding to any Physical Gold substituted in accordance with Section 5(a)(iv), to be cancelled or otherwise prevented from being further transferred to any other Account.
6. Intent. G Mint and Client agree that each Digital Gold token shall be a negotiable electronic document of title, as such terms are defined in Sections 1-201 and 7-104 of the Uniform Commercial Code (the “UCC”) as adopted in the State of New York, for the corresponding amount of Physical Gold and, in connection therewith, further agree that:
a) All Digital Gold tokens shall be deemed to incorporate and be subject to these Vault Terms;
b) The person who controls an Account is the “bearer,” as defined in UCC Section 1-201, of all Digital Gold held in the Account at any time;
c) G Mint is the “bailee,” as defined in UCC Section 7-102, of the Physical Gold and the issuer of the Digital Gold tokens for purposes of UCC Section 1-201; and
d) For purposes of UCC Section 7-106, with respect to the electronic documents of title represented by Digital Gold: (i) Client’s control over its Account gives Client control over all Digital Gold held in the Account and Client shall be deemed to maintain such Digital Gold; (ii) Client consents to all additions or changes made by the Network in order to execute any Transactions submitted by Client; (iii) any change or amendment to Digital Gold made by G Mint in accordance with these Vault Terms is authorized; (iv) the Network identifies the person controlling an Account as either the person to which Digital Gold was issued or to which Digital Gold was most recently transferred; (v) in the unlikely event of any inconsistency among nodes maintaining records of the assignment of Digital Gold to Accounts on the Network, the node operated by G Co shall be considered the single authoritative copy of the Digital Gold and the ledgers maintained on all other nodes shall be deemed copies of this authoritative copy; and (vi) the Network reliably establishes the person who controls and Account to which Digital Gold is transferred as the person to which the electronic document of title was issued or transferred.
8. Term and Termination. These Vault Terms have the same effective date as the Agreement and continue so long as the Agreement remains in effect. These Vault Terms will terminate automatically upon termination of the Agreement, except for those terms which are intended to survive termination.
9. Representations, Warranties and Covenants. In addition to the representations and warranties made in the Agreement, the parties make the following representations, warranties and covenants:
a) Mutual. Each party represents and warrants to the other that: (i) it has full corporate power and authority to enter into the Agreement and Vault Terms and to perform its obligations hereunder; (ii) it has the necessary rights to enter into Agreement and Vault Terms and to perform its obligations hereunder; (iii) the Agreement and the Vault Terms are binding obligations upon it and, when executed by the parties thereto, is enforceable in accordance with its terms, and (iv) if applicable, it is qualified to do business in the jurisdictions in which it will perform its obligations under this Agreement.
b) By G Mint. G Mint covenants to Client to act as a Reasonable and Prudent Operator in the performance of the Vault Services. G-Mint represents to Client that the Physical Gold (i) will be held in one or more allocated accounts with a Storage Provider in G-Mint’s name for and on behalf of Digital Gold owners and (ii) will be segregated from gold held for third parties save that it will be comingled with Physical Gold that belongs to other Digital Gold owners and affiliates of G-Mint or their respective financing institutions.
c) By Client.
i. Client covenants to G Mint that Client (A) is legally able to enter into these Vault Terms, (B) will not use the Vault Services, directly or indirectly, for any fraudulent or illegal undertaking; and (C) will only use the Vault Services in a manner consistent with the Agreement, including these Vault Terms and applicable law.
ii. Client acknowledges and agrees that (A) no fiduciary relationship exists between G-Mint and Client, (B) the decision to purchase or sell Digital Gold and Physical Gold, and when to purchase or sell the same, are the Client’s decision alone, and (C) purchases or sales are made subject to Client’s own prudence and judgment. Client further acknowledges that the gold market can be volatile and that Digital Gold and Physical Gold prices may rise or fall over time.
10. Service Limitations. G Mint is not responsible for the provision of any Services by G Co or Client’s use of the Services. G Mint is also not responsible for providing customer service to Client to resolve any issues Client may have related to Client’s use of the Services; however, Client may contact G Mint, using the contact details on the App or via email at firstname.lastname@example.org.
11. Restrictions. In addition to the restrictions set forth in the Agreement, Client and each Authorized Person may not use any Vault Services, from, or on behalf of persons or entities (a) in a country embargoed by the United States or (b) blocked or denied by the United States government. Client further acknowledges and agrees that Client will not use Client’s Account or the Vault Services for illegal transactions or those involving any person listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at www.treas.gov/ofac) or the U.S. Department of State’s Terrorist Exclusion List (available at www.state.gov) and other laws enforced by the Office of Foreign Assets Control or in connection with illegal activity of any kind.
12. Indemnification. Notwithstanding the foregoing or anything to the contrary in the Agreement, Client agrees to defend, indemnify, and hold harmless G Mint, and its respective employees, directors, agents, lessors and affiliates from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) Client’s breach of any provision of the Agreement or these Vault Terms, (b) Client’s use of the Vault Services, (c) Client’s obligations to pay fees or fines to G Mint, financial services providers, or other third parties, or (d) negligence or willful misconduct of Client’s employees, contractors, or agents.
13. Liens. G-Mint shall not create any liens, security interests or encumbrances of any kind or nature over the Physical Gold, nor shall it loan the Physical Gold; provided, Client recognizes that each Storage Provider will have a warehouseman’s lien over the Physical Gold to enforce payment of any fees or other sums that G-Mint must pay pursuant to an applicable storage agreement.
14. Claims and Limitation of Liability.
a) Extent of liability. G-Mint agrees to assume the liability for loss, damage or destruction of the Physical Gold but only for direct losses and only up to its Market Value (as defined below). G Mint’s liability to Client commences when the Client purchases Digital Gold and terminates either (i) when the Physical Gold has been released to a carrier or Authorized Person designated by Client or by G Mint, on Client’s behalf, as authorized bailee or agent or (ii) when the Client is no longer the owner of the relevant Digital Gold.
b) Claims administration. In the event of loss, damage or destruction of Physical Gold, G-Mint and the Storage Provider shall establish the identity of the Physical Gold lost, damaged or destroyed and shall take such reasonable steps as may be necessary to assure the maximum amount of salvage at a minimum cost. Client shall provide written evidence of any losses related to any such loss, damage or destruction. Upon receipt of settlement of any claim by the Storage Provider or its underwriters to G-Mint, it shall distribute such settlement fees pro rata to Client, provided, however, that in the event Client takes any salvage that is recovered, the value of such salvage shall be deducted from any payment that is required to be made by G-Mint under this clause. If Client does not take any salvage that is recovered, such salvage shall become the property of the Storage Provider and/or its insurers and the value thereof shall not be deducted from any payment to Client.
c) Settlement of a claim. Upon receipt by Client of all funds transferred by Storage Provider to G-Mint in settlement of Client’s claim, Client authorizes G-Mint on Client’s behalf to agree and assign all of its right, title and interest in the property rights of recovery that are the subject of the claim to Storage Provider and to execute any documents necessary to perfect such assignment upon request by Storage Provider or Storage Provider’s insurers.
d) Market Value means:
i. the price of one fine troy ounce of gold (expressed in US dollars) calculated using the PM (or AM if only an AM price was published on the relevant date) LBMA Gold Price published by ICE Benchmark Administration (the “LBMA Gold Price”) on:
the business day in London, UK of such loss, damage or destruction, if such loss, damage or destruction occurred on day in which the LBMA Gold Price was published; or
if such loss, damage or destruction occurred on a day in which in which the LBMA Gold Price was not published, it shall be the PM LBMA Gold Price published on the last business day in London, UK prior to such loss, damage or destruction; or
if there is any dispute as to the date of such loss, damage or destruction, the business day in London in which the Sub-Bailee was notified of such loss, damage or destruction (or if that is a day in which the LBMA Gold Price was not published, it shall be the LBMA Gold Price published on the last business day in London, UK prior to such notice),
ii. multiplied by the number of fine troy ounces of Underlying Gold that were lost, damaged or destroyed.
e) No liability for assays. The parties expressly understand and agree that G Mint does not assume any liability as to the authenticity or assay characteristics of any Physical Gold.
f) Further limitations. For any claim by Client other than in respect of loss, damage or destruction of the Physical Gold, G-Mint’s cumulative liability to Client is limited to direct damages and in all events will not exceed in the aggregate amount of Vault Service Fees actually received by G Mint for providing Vault Services to Client during the three-month period immediately preceding the event that gives rise to the claim for liability.
g) Exception. The limitations, exclusions, and disclaimers in the Agreement, including these Vault Terms, will apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose. Nothing in this Agreement limits or excludes either party’s liability, if any, for fraud on the part of such party or for any matter for which it would be unlawful for a party to exclude or attempt to exclude its liability.
h) Waiver of Consequential Damages. Under no circumstances will G Mint or any of its affiliates or licensors be liable to the other party for any indirect, special, incidental, punitive, or consequential damages, including any claims for business interruption, lost profits, lost business, or lost or other compromise of data arising out of these Vault Terms or from the use or inability to access the Network, even if G Mint has been advised of the possibility of any such damages.
15. Force Majeure. G-Mint is not liable for non-performance or delays in the provision of any Vault Services or other obligations under this Agreement to the extent that such delay or non-performance is caused by a Force Majeure Event. “Force Majeure Event” means any fire, flood, earthquake, act of God, war or warlike action in time of peace, governmental act (other than a change of Law), riot, civil disorder, insurrection, rebellion, revolution, terrorism, use of any chemical, biological, atomic or electromagnetic weapon, strikes, lockouts or other labor disturbances, or any other event beyond G-Mint’s reasonable control. In the event that G Mint’s ability to perform the Vault Services is compromised by a Force Majeure Event, G-Mint will make commercially reasonable efforts to maintain the Vault Services.
16. Investment and Tax Advice. It is understood and agreed that, as part of the establishment of Client’s Account, G Mint has not undertaken a duty to supervise Client’s investment in, or to make any recommendation to Client with respect to, the purchase, sale or other disposition of, any Digital Gold held in Client’s Account or the Physical Gold. -Furthermore, G-Mint does not provide tax, investment, or legal advice or advisory services, and no one associated with G-Mint is authorized to provide any such advice or services. It is Client’s responsibility to determine what, if any, taxes apply to Client’s Account, and it is Client’s responsibility to report and remit the correct tax to the appropriate tax authority. Client agrees that except where expressly required by law G-Mint is not responsible for determining whether taxes apply to Client’s Account or for collecting, reporting, withholding or remitting any taxes arising from Transactions.
17. Dispute Resolution; Binding Arbitration.
a) Arbitration of Disputes. Except for disputes in which Client or G Mint seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, Client and G Mint waive their rights to a jury trial and to have any dispute arising out of or related to these Vault Terms resolved in court. Instead, for any dispute or claim relating to these Vault Terms, each party agrees to first contact the other party and attempt to resolve the claim informally by sending a written notice of the claim (“Notice”) to the other party by email or by certified mail addressed to G-Wallet Corp Legal Department, 777 Post Oak Blvd., Suite 430, Houston, TX 77056. The Notice must (i) describe the nature and basis of the claim; and (ii) set forth the specific relief sought. If the parties cannot reach an agreement to resolve the claim within 30 days after such Notice is received, then either party may submit the dispute to binding arbitration as follows:
i. For Clients that have entered into the G-Wallet Client Account Agreement with GWC, arbitration of disputes will be administered by JAMS through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, New York, USA in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
ii. For Clients that have entered into the G-Wallet Client Account Agreement with RGT, arbitration of disputes will be administered by the Dubai International Arbitration Centre (“DIAC”). All disputes submitted to DIAC will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Dubai, UAE, in accordance with the DIAC Arbitration Rules, with all proceedings being held in English.
b) The arbitrator, G Mint, and Client will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
c) The parties agree that for any arbitration that a party initiates, the initiating party will pay all JAMS or DIAC fees and costs, as applicable. The parties agree that the state or federal courts of the State of New York and the United States sitting in New York, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
d) Any claim arising out of or related to this Agreement or the Services must be filed within one year after such claim arose.
e) If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 will be enforceable.
18. Governing Law and Venue. Any dispute arising from these Vault Terms will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in New York, New York.
19. General Provisions.
(a) Electronic Notices. Client consents to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that G Mint provides in connection with these Vault Terms. Client agrees that G Mint may provide these Communications to Client by posting them on the G Mint website or by emailing them to Client at the email address it provides.
(b) Relationship of the Parties. G Mint is an independent contractor for all purposes. Nothing in this Agreement will be deemed or is intended to be deemed, nor will it cause, Client and G Mint to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either Client or G Mint to be treated as the agent of the other.
(c) Entire Agreement. These Vault Terms comprise the entire understanding and agreement between the parties as to the subject matter hereof, and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of these Vault Terms), between and among the parties. Section headings in these Vault Terms are for convenience only, and do not govern the meaning or interpretation of any provision of these Vault Terms.
(d) Assignment. Client may not assign any rights or licenses granted under these Vault Terms. G Mint reserves the right to assign its rights without restriction, including without limitation to any G Mint affiliates or subsidiaries, or to any successor in interest of any business associated with the Vault Services. Any attempted transfer or assignment in violation hereof is null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.
(e) Severability. If any provision of these Vault Terms is determined to be invalid or unenforceable under any rule, law, or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of these Vault Terms will not be affected. These Vault Terms do not waive rights that cannot be waived under applicable law.
(f) Survival. All provisions which by their nature extend beyond the expiration or termination of these Vault Terms, including, without limitation, sections pertaining to debts owed to G Mint, redemption, and general provisions, will survive the termination or expiration of these Vault Terms.