Terms of Use – GoodDollar (Phase 2)

Last Updated: January 11, 2022 

These Terms of Use, together with the referenced documents (together hereinafter: the “Terms”), govern your use of our website www.gooddollar.org (the “Website”), our mobile and desktop apps, which may include a non-custodial e-wallet, which will be provided by a third-party, as further detailed below (the “Wallet”), the Claiming Site (as defined below), the GoodDollar account (the “Account”), the GoodDollar tokens (“GD Tokens”), and a third party marketplace, powered by www.sharetribe.com (“Sharetribe”) which all may be available via our Website (together: the “Services”).
 
Please read these Terms carefully before using our Website or Services. By using our Website or Services, you (“User”, “you”, “your”) indicate that you accept these Terms and agree to abide by them. If you do not agree to any of these Terms, please refrain from using our Website or Services.

GoodDollar shall be entitled to modify, change, or amend the Terms at any time in accordance with its governing law and regulations. GoodDollar shall post the amended Terms on the Website, stating the date of the last amendment, and you are advised to check for any such updates from time to time. To the extent that any such amendment imposes material obligations on users and/or would require their preparation or action, GoodDollar shall give reasonable advance notice before such amendment comes into force. Your continued use of the Website, Services, and/or GD Tokens granted to you as a GD Grant, following any amendment to these Terms constitutes your acceptance of the amendment and consent to be bound by the amended Terms. In the event you do not accept any
amendment, your sole and exclusive remedy shall be to cease using our Website, Services, and/or GD Tokens granted to you as the GD Grant.

1. Information about Us
   We are GoodDollar Limited, a not-for-profit company limited by guarantee, registered in the United Kingdom, registration number 12020199, having its registered office at 29/30 Fitzroy Square, London W1t 6lq, United Kingdom (“GoodDollar” “We“, “Our“, “Us“). 

2. Age Restriction
   By using our Services, you represent and warrant that you are 18 years of age or older. If you are not 18 years of age or older, you must not access our website or use any of our Services.
   
3. GoodDollar’s Vision
   GoodDollar’s vision is to allow sustainable income and financial literacy to the people who need it the most. GoodDollar mission is to develop a new blockchain-based internet platform and protocol, for generating and distributing universal basic income (“UBI”), in a form of free GD Tokens periodical grant (“GD Grant”).
   We achieve this through smart contracts coded and deployed to the Fuse blockchain which is a sidechain of the Ethereum network (“Fuse”), in order to facilitate the issuance, holding and transfer of GD Tokens. The GD Grant will be distributed to users by allowing them to claim GD Tokens periodically, provided they have verified their unique identity using an identity verification software, via the Service. To learn more please read our whitepaper. 
   
4. GoodDollar Protocol
   GoodDollar Protocol comprises smart contracts infrastructure governing the reserve, issuance and distribution of GD Tokens to users. The smart contracts allow third parties to stake certain cryptocurrencies on an Interest-Bearing third party Lending Protocol such as Compound.finance and contribute earned interest to GoodDollar’s reserve (“Reserve”). The smart contract will generate new GD Tokens on a periodical basis out of the Reserve, in accordance with GoodDollar’s formula that is published on the Website. The newly issued GD Tokens will then be distributed among Users in form of the GD Grant, to users who have made a UBI claim, in accordance with these terms and conditions. For more information, please see our whitepaper.
   
5. Our Services
   5.1. Signing Up To Our Services

GoodDollar enforces a one-user one-account policy, so that only fully registered users may be able to claim the GD Grant through the GoodDollar claiming site (the “Claiming Site”). For you to sign up to our Claiming Site, you must, through our Website, register, by either using your Facebook or Google account profiles, or register with your email address and/or mobile phone number.

The registration to the Claiming Site, allows the users to access the following Services, which may be provided to you by us and/or by a third party, as described below: 

(A) The Fuse Wallet enabling you to store GD Tokens; and 
(B) Claiming the GD Grant, via the Claiming Site; and
(C) Performing certain payment actions enabling you to send and receive GD Tokens; and
(D) a third party marketplace, provided by Sharetribe, and the execution of transactions via the marketplace, using GD Tokens, via the aforementioned Sharetribe marketplace, which is subject to MARKETPLACE T&C.

The use of our Services is free of charge and no funds or other form of payment is required while transferring GD Tokens and/or GD Grant.

To verify users’ unique identity, GoodDollar utilizes face-verification and liveness testing by using methods via a third-party software. We keep an anonymized dataset of the face-maps of all the individuals that registered users. For every new claim request GD retains the right to verify that the face map submitted does not already exist in the dataset. For more information on how we collect and use your personal data, please refer to our Privacy Policy https://www.gooddollar.org/privacy-policy/. You are also invited to read our Blog post about it https://medium.com/gooddollar/gooddollar-identity-pillar-balancing-identity-and-privacy-part-i-face-matching-d6864bcebf54. 

In case of contradiction between these terms of use and the Privacy Policy, the Privacy Policy shall prevail.

5.2. Representations

5.3.1. Redemption – GoodDollar shall not facilitate the redemption of the GD Tokens, nor does it guarantee to facilitate Token redemption in the future.

5.3.2. No representation regarding value – We make no representation that the GD Tokens will have any value while granted or at any later stage at any time in the future.

5.3.3. No representation regarding GD Grant – We do not make the representation that Users shall be entitled to receive the GD Grant, which the granting of is in our sole discretion.

5.3. No Contractual Relationship and Rights
User understands and accepts that claiming the GD Grant does not represent or constitute any alleged right regarding ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to the Smart Contract System, the Reserve, and/or GoodDollar.

Availability of Service – GoodDollar does not undertake to make all of the Services available to all Users at all times, and it is explicitly agreed that the launch of the Services may be gradual, partial, and limited in scope, jurisdiction or otherwise.

5.4. Wallet Services
GoodDollar’s Wallet is a cryptocurrencies e-wallet designated for receiving, and transferring GD Tokens from one GD Wallet, to another GD Wallet, and/or other compatible cryptocurrencies. The Wallet is a non-custodial wallet compatible with the ERC20 token standard. The access and control over User’s Wallet shall be solely in the User’s hand, and GoodDollar shall have no access to such Wallet in any event, including in the event of User’s loss of access to its Wallet.

Your Wallet enables you to send and receive GD Tokens and other supported cryptocurrencies to/from other compatible Wallet. When making a transfer to or from a wallet other than GoodDollar’s e-wallet, you are solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miner’s fees in order for the transaction to be successful. Insufficient network fees may cause a transfer to remain in a pending state and may result in delays or loss incurred as a result of an error in the initiation of the transaction. You should verify all transaction information prior to submitting them. You must guard and backup the private key and/or other access credentials given to you during your e-wallet registration. GoodDollar shall bear
no liability or responsibility in the event you enter an incorrect blockchain destination address. GoodDollar does not control the blockchain network and makes no guarantees that a transfer will be confirmed by the network.

5.5. Compliance With Tax Obligations
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.

5.6. Prohibited Uses
You may use the website and our Services only as permitted under these terms of use. You agree not to:

i. use the website, our Services or receive GD Tokens, unless you are legally permitted to hold GoodDollar tokens under the applicable law of your jurisdiction. 

ii. use the Website or Services if you are not 18 years of age or older.

iii. use the Website or our Services in any way that violates any applicable law, including any federal, state, local or international law or regulation;

iv. use the Website or our Services in any manner that could impair, disable, overburden, damage, or interfere with any other party’s use of the website or Service;

v. send, knowingly receive, upload, download, use or re-use any material in breach of these terms;

vi. attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the website or Services, the server on which the website and Service is stored, or any connected server, computer or database, or otherwise attempt to interfere with the proper working of the Website or Services;

vii. use any manual process, any robot or other automatic device, process or means to access the website or Service for any purpose other than as permitted under these terms; or

viii. use any device, software or routine that interferes with the proper working of the website or our Services, or engage in any conduct that restricts or inhibits anyone’s use of the website or our Services.

ix. use the Services for the purpose of money laundering, terrorist financing, fraud, or any other financial crime as they are defined in the applicable law;

5.7. Suspension, Termination and Cancellation
We may, at any time, and without any obligation: (a) refuse to complete, or place on hold, block, cancel or reverse a transaction you have authorised (even after funds have been debited from your Wallet- to the extent such
action is technically feasible), (b) suspend, restrict, or terminate your access to any or all of the Services, and/or (c) deactivate or cancel your Account with immediate effect for any reason, including but not limited to where:

i. we reasonably believe that we need to do so in order to protect our reputation;

ii. we are, in our reasonable opinion, required to do so by applicable law, regulation or any court or other authority to which we are subject in any jurisdiction;

iii. we reasonably suspect you of acting in breach of this Agreement;

iv. we have concerns that a transaction is erroneous or about the security of your Account or we suspect that the Services are being used in a fraudulent or unauthorised manner;

v. we suspect money laundering, terrorist financing, fraud, or any other financial crime under any applicable law;

vi. use of your Account is subject to any pending litigation, investigation, or government proceeding and / or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; and / or

vii. you take any action that may circumvent our controls such as opening multiple Accounts.

viii. you are in breach of a third party service provider’s policy, and such third party has decided to terminate your involvement with the associated services.

Users may, at any time, and without any obligation terminate their Account with immediate effect for any reason, for more information, click here.

5.8. Geographic Restrictions

Due to the regulatory uncertainty in the US market, we advise that all US person read carefully the following announcement:

NO U.S. PERSONS MAY USE THE SERVICES OR SUBSCRIBE TO THE SERVICES. By using the Services, you represent that you are not a U.S. Person (as defined in Regulation S promulgated under the U.S. Securities Act of 1933, as amended), and you are not using the Services for the account or benefit of a U.S. Person.

You represent and warrant that you are not a citizen of a nation or geographic area in which access to or use of the Website and/or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act.

We do not provide the Services in a country or territory that is, or whose government is, the subject of sanctions by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant sanctions authorities, including (but not limited to) Belarus, Burma (Myanmar), Central African Republic, the Crimea region, Cuba, Democratic Republic of the Congo, Iran, Iraq, Libya, Mali, North Korea, South Sudan, Somalia, Sudan, Syria, Yemen, Venezuela or Zimbabwe (as amended from time to time).

You represent and warrant that your use of the Services complies with applicable law and/or regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements, (ii) any foreign exchange or regulatory restrictions applicable to such participation, and (iii) any governmental or other consents that may need to be obtained. You further represent that you are not a citizen or resident of, or located in, a nation or geographic area that is subject to any sovereign country sanctions or embargoes, or an individual, entity or an individual employed by or associated with an entity, identified on any denied persons or entity lists, specially designated nationals or blocked persons lists, or the debarred parties’ lists.

User shall be solely responsible for its use of the Services and the compliance with the above with all laws and regulations applicable to it.

6.  Accessing Our Website and Services

We reserve the right to withdraw or amend the Services we provide without notice, and in any manner, subject to applicable law. We will not be liable if for any reason our website or Service is unavailable at any time or for any period.

From time to time, we may restrict access to some or all parts of our Service.

If you choose, or you are provided with a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.

You are responsible for making all arrangements necessary for you to have access to our Services.

7. Intellectual Property Rights

We are the owner or the licensee of all non-third-party intellectual property rights in our websites and our Service, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. We have open-sourced most of our intellectual property through an open-source license, please visit: https://github.com/GoodDollar to find our open-sourced development.

  
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any
accompanying text. 

Our status (and that of any identified contributors) as the authors of material must always be acknowledged. 

You must not use any part of the materials for commercial purposes without obtaining a license to do so from us or our licensors.

If you print off, copy or download any part of our website or our Services in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Trade Marks
“GoodDollar” is a registered trade-mark of Gooddollar Limited. The GoodDollar
trademark is registered in various jurisdictions, including the UK and EU.

8. Reliance on Information Posted
Commentary and other materials posted on our website are not intended to amount to advice on which reliance should be placed. We, therefore, disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our website, or by anyone who may be informed of any of its contents.

GoodDollar takes no representation or warranty, express or implied, to the extent not prohibited by applicable law, regarding the advisability of investing in securities, funds, commodity interests, partnership interests or other investments or funding or purchasing loans. The past performance of any investment, loan, security, partnership interest, commodity or financial instrument is not a guide to future performance. GoodDollar does not offer fiduciary services and is not your agent, advisor or fiduciary.

 9. Our Website and Services Change Regularly

We aim to update our Services regularly, and may change the content at any time. If the need arises, we may suspend access to our website or our Services or close it indefinitely in our sole discretion without notice. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.

10. Indemnification & Limitation of Liability

You agree to defend, indemnify and hold us, our affiliates, licensors and service providers harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these terms of use or otherwise.

As the GD Grant is granted to you free of any charge and you hereby waive any claim against GoodDollar in connection with any malfunction of the Services and/or your dissatisfaction thereof.

Whilst we take reasonable precaution and care in relation to our website and Services, our Website and Services are provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we
expressly exclude all conditions, warranties whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose, and any other terms which might otherwise be implied by statute, common law or the law of equity.

In particular, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may affect your mobile phone, computer equipment, computer programs, data or other proprietary material due to your use of our website or Services, GoodDollars obtained through our Services.

We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage arising from, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable:

i. mistakes made by the user of our website, Services, or any Third Party software or service, including forgotten passwords, accidental deletion of wallets, or payments sent to wrong addresses;

ii. software problems of our website, Services and/or any Third Party software or service, including corrupted wallet files, incorrectly constructed transactions, unsafe cryptographic libraries, malware affecting the website, Services and/or any Third Party software or service;

iii. technical failures in the hardware or security problems experienced of the user of our Services or any Third Party software or service, including data loss due to a faulty or damaged storage device, unauthorized access to
users’ wallets and/or accounts;

iv. actions or inactions of third parties and/or events experienced by third parties, including bankruptcy of service providers, information security attacks on service providers, and fraud conducted by third parties; or

v. events, circumstances or causes beyond our reasonable control (force majeure).

This does not affect our liability which cannot be excluded or limited under applicable law. 

IN NO EVENT SHALL GOODDOLLAR OR ANYONE ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR LOSS OR DAMAGES TO GOODWILL, IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF GOODDOLLAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES WILL GOODDOLLARS’S TOTAL AND AGGREGATE LIABILITY TO CUSTOMER FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO GOODDOLLAR FOR THE RIGHT TO USE THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM.

11. Information about You and Your Visits to Our Site
    We process information about you in accordance with our Privacy Policy
    (https://www.gooddollar.org/privacy-policy/). By using our website and Services, you consent to such processing and you warrant that all data provided by you is accurate.

12. Merger or Acquisition
    In order to ensure a smooth transition of services relative to your subscription, in the event of a merger, acquisition, reorganization, sale of all or substantially all of its assets, or the sale of an individual website owned by us, we may transfer your personal data to a third party as a part of such merger, acquisition, reorganization, or sale. In any such case, we will provide an opportunity to opt-out of such data merger before such event will take place.
    
13. Viruses, Hacking and Other Offences
    You must not misuse our website or Service by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our
    website or Service, the server on which our website or Service is stored or any server, computer or database connected to our website or Service. You must not attack our website or Service via a denial-of-service attack or a distributed denial-of service attack. 
    
    By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by
    disclosing your identity to them. In the event of such a breach, your right to use our website or our Service will cease immediately.
    We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our website or to your downloading of any material posted on it, or on any website linked to it.
    
14. Linking To Our Website
    You may link to any page on our website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. 

Our website must not be framed on any other site, nor may you create a link to any part of our website other than the home page. We reserve the right to withdraw linking permission without notice.  If you wish to make any use of material on our website other than that set out above, please address your request to [email protected]

15. Links from Our Site
    Where our website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
    
16. No Financial Services or Advice; No Fiduciary Duty 
    We do not provide advice or recommendations with respect to any aspect of transactions conducted through the Services or with the Services. This means, among other things, that we cannot give you any investment, legal, taxation or other advice in connection with your account and nothing on the Services or in any communications we send to you is intended to constitute advice, solicitation, offer or a recommendation to buy or sell financial instruments and/or a cryptocurrency. You shall not use the Services as a substitute for independent investigations and competent financial judgment. If you need or want advice, you should consult an appropriate professional financial, legal, taxation or other adviser.
    
    GoodDollar has no fiduciary duty to you. You agree and acknowledge that you are solely responsible for conducting a full and diligent review of any and all legal, accounting, regulatory or tax related implications that may result from your use of the Services. We recommend that you consult with a licensed legal and financial professional prior to accessing the Website or using the Services.

The information and any materials contained in the Websites or Services should not be considered as an offer or solicitation to buy or sell financial instruments, provide financial advice, create a trading platform, facilitate or take deposits or provide any other financial services of any kind in any jurisdiction.

The information contained on or in the Websites and Services is not intended to provide and should not be construed as advice of any kind. You shall not use the Websites and Services as a substitute for independent investigations and competent financial judgment and you should obtain appropriate professional advice when necessary. It does not take into account your objectives, financial situation or needs.

17. Risk Factors
    User understands and accepts the risks in connection with the use of the Services and/or ownership of GoodDollar Tokens, including but not limited to the risks set forth hereinafter: 
    
    ▪ Risk of software weaknesses: User understands and accepts that the underlying software is still in development stage and unproven, that there is no warranty that the process for receipt, use and ownership of GD Tokens will be uninterrupted or error-free and that there is an inherent risk that the software and related technologies could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of your GoodDollar Tokens.
    
    ▪ Regulatory risk: User understands and accepts that blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology-based applications, which may be contrary to the current setup of GoodDollar and which may, inter alia, result in substantial modifications of the GoodDollar model, including its termination and the loss of GD Tokens. 
    
    ▪ Risk of abandonment: User understands and accepts that the distribution and the development of the GoodDollar platform may be abandoned for a number of reasons, including lack of interest from the public and lack of
    funding. 
    
    ▪ Risk of loss of private key: GoodDollar Wallet and tokens may only be accessed using your private credentials and/or private key that corresponds to the address at which it is stored. User understands and
    accepts that if his private key is lost or stolen, the GoodDollar Tokens stored on his Wallet will be unrecoverable and permanently lost.
    
    ▪ Risk of theft: User understands and accepts that GoodDollar’s underlying software or the blockchain network on which GoodDollar Token is based on, may be exposed to attacks by hackers that could result in theft or loss of his Tokens.

18. Jurisdiction and Applicable Law
    The English courts will have exclusive jurisdiction over any claim arising from, or related to, a use of our Website and/or Services.
    These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    
19. Variations
    Any changes we may make to these terms in the future will be posted on this page and, where appropriate, notified to you by e-mail. You are also expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.