Features

Gerald Wallet

Legal Agreement

Terms Of Use

Last Modified: May 14, 2024

1. Introduction

These terms of service are terms of a legal agreement (this “Agreement”) between you (“you”, “your”, or “user”) and Gerald Technologies, Inc. (“Gerald,” “we,” “us” or “our”), and set forth the terms and conditions for your use of our services (the “Services”) provided through our Gerald App available in the Apple App Store and on Google Play (the “App”). In the future, we may decide to make the Services available through the Gerald Website located at https://joingerald.com (the “Website”), in which case, if you access the Services through the Website, then all references to “App” in this Agreement include the Website. We own and operate the Services and provide them to you expressly subject to this Agreement. Please read this Agreement carefully before using the Services.

THIS AGREEMENT ALSO INCLUDES, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. IT WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS IN THE EVENT OF A DISPUTE UNLESS YOU OPT OUT IN ACCORDANCE WITH SECTION 21.3. PLEASE REFER TO SECTION 21 BELOW ENTITLED “DISPUTE RESOLUTION BY BINDING ARBITRATION” FOR MORE INFORMATION.

2. Acceptance of this Agreement

By installing, accessing or using the Services or the App and by accepting this Agreement electronically (for example, clicking “I Agree”), you agree to be bound by this Agreement, as this Agreement is updated from time to time by us. If you do not agree to this Agreement, then you may not use the Services or the App. Your use of the App is subject to the additional disclaimers and notices that may appear throughout the App.

3. Enrollment for Gerald’s Services

In order to enroll for the Services, you will need to sign up for an account with Gerald on the App (an “Account”). This process will include creation of a login ID and password to access the Services. We may verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity, including, if requested, your name, address, date of birth, government issued identification, social security number and/or requiring you to take steps to confirm ownership of your email address and mobile phone number, or verifying information you provide against third party databases or through other sources. If you do not provide this information or Gerald cannot verify your identity, we can refuse to allow you to use the Services and the App.

You will also need to provide information regarding an external bank account that you maintain (the “Funding Account”) so that the Funding Account can be linked to the Services to enable features such as Bill Pay Tracking Advances, and to pay for purchases, or Mobile Plan subscriptions as described further below. If the information for the Funding Account you provide is a debit card, you authorize Gerald to place a temporary hold of no more than $1 on such card as part of Gerald’s debit card verification process, which may last up to one business day.

You further represent that you are a legal owner of, and that you are authorized to provide us with the information we request. You shall ensure that any such information is up-to-date, accurate, and complete. If any of that information changes (including your e-mail address or mobile phone number), you will update that information on the App as soon as possible. Should you believe or have reason to believe that any information you provide to us or your login credentials for your account with us has been compromised, or that another person is accessing your account through some other means, you agree to notify us as soon as possible at support@joingerald.com.

4. Eligibility

In order to use the Service or the App, you must be an individual of at least 18 years of age, reside in the United States, have a United States social security number, and have a mobile number with a United States-based mobile provider. The Services and the App are controlled or operated (or both) from the United States and are not intended to subject us to any non-U.S. jurisdiction or law. The Services and the App may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Services or the App is at your own risk. We may limit the Services or the App’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose. Your right to access and use the Services and the App is personal to you and is not transferable by you to any other person or entity. You may not create more than one account with Gerald. Each unique mobile device may not be associated with more than two accounts with Gerald.

5. Description of Gerald’s Services

Gerald offers a number of services designed to help you with your finances and expenses.

5.1. CornerStore

Gerald will provide you access to a service through which you may purchase items through the App (the “CornerStore”). Gerald has a no refund policy on CornerStore purchases. All CornerStore purchases are final and you will not be able to return items once purchased nor will you receive a refund for any items you have purchased, except as limited by applicable law. If we issue a refund to you, you agree that we may provide it in the form of store credit, except as limited by applicable law. If you believe you are eligible for a refund, please contact us at support@joingerald.com.

All purchases of physical items from Gerald are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

Gerald attempts to be as accurate as possible in our descriptions of products in the CornerStore. However, Gerald does not warrant that product descriptions or other content of any Gerald Service is accurate, complete, reliable, current, or error-free. If a product offered by Gerald itself is not as described, your sole remedy is to return it in its unused condition. Gerald does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, Gerald does not take title to the refunded item.

5.2. Cranberry Mobile Plans

We may offer you subscriptions to mobile phone services through the App, in partnership with third parties (“Mobile Plans”). Your use of such Mobile Plans will be governed by additional terms of service, which you must agree to before purchasing any Mobile Plan.

5.2.1. Automatically renewing subscriptions.

When you enroll in a Mobile Plan, you expressly acknowledge and agree that (a) Gerald (or our third-party payment processor) is authorized to charge your Funding Account on a monthly basis on or about the same date for the cost of the Mobile Plan until you cancel your subscription; and (b) your monthly subscription plan will automatically renew until you cancel it or we suspend or stop providing access to the Services in accordance with these Terms. If you choose to partially pay for your Mobile Plan with an Advance (as described below), you acknowledge and agree that Gerald (or our third-party payment processor) is authorized to charge your Funding Account for the remaining cost of the Mobile Plan not satisfied by the Advance.

5.2.2. Update to Funding Account; Cancellation; Collection.

You agree to immediately update your Funding Account details in the event of any change in your payment information. If we cannot charge your Funding Account for any reason (such as expiration or insufficient funds) on the renewal date, and you have not canceled your Mobile Plan, you remain responsible for any uncollected amounts. We reserve the right to cancel your subscription if we are unable to successfully charge your Funding Account to renew your subscription, or if your Funding Account cannot be verified, is invalid, or is otherwise not acceptable. Gerald reserves the right to collect any outstanding amounts due, and may transfer the collection of your outstanding balance to a third-party collection agency. For clarity, the foregoing relates to amounts due in connection with Mobile Plans only; Gerald’s provision of Advances to you are subject to the warranty stated in Section 5.3 below that Gerald does not have any contractual or legal claim against you based on a failure to repay an Advance, and Gerald will not engage in debt collection activities, place the amount advanced with or sell to a third party, or make any reports to credit reporting agencies regarding Advances.

5.2.3. Cancellation and Refund Policy.

The Monthly Plan subscription fees are monthly recurring charges. If you wish to cancel your subscription you may do so via the App. You must cancel before your subscription fee is charged in order to avoid billing for the subsequent month. You may also cancel your subscription at any time by emailing us at support@joingerald.com. Gerald has a no refund policy on activated Mobile Plans and you will not be able to obtain a refund on Mobile Plans that have already been activated, except as limited by applicable law.

If you believe that you have been double charged the subscription fee, or incorrectly charged the subscription fee, please reach out to us at support@joingerald.com and we will evaluate your eligibility for a refund on a case-by-case basis.

5.3. Advance Features

If you are eligible, you may request and receive an advance based on your future income and our eligibility and underwriting criteria (an “Advance”). We do not require you to pay a fee or other amount to obtain an Advance. In order to request the Advance feature, you may be required to authorize a repayment for each Advance, however, you may revoke such authorization pursuant to its terms or otherwise request not to pay.

If you have not repaid an Advance, you are ineligible to receive future Advances until such prior Advance is repaid. We reserve the right to decline a request for an Advance if we suspect fraud, illegal activity, or other misuses of the Services, or for any other reason.

The Advances are offered on a nonrecourse basis. You do not have an obligation to repay any Advance you receive. However, Gerald reserves the right to deny you access to an Advance or the Services until you have paid any outstanding Advances. Gerald warrants to you that it does not have any contractual or legal claim against you based on a failure to repay an Advance, and Gerald will not engage in debt collection activities, place the amount advanced with or sell to a third party, or make any reports to credit reporting agencies regarding Advances.

Gerald is not responsible for any overdraft fees, over-the-limit fees, insufficient fund charges, or any other bank fees that result from your failure to maintain a sufficient balance in your Funding Account. Gerald monitors your balance in your Funding Account and will attempt to ensure you have sufficient funds before your Funding Account is debited pursuant to your authorization, but Gerald makes no guarantees that an overdraft will not occur. If we detect that your Funding Account may not contain sufficient funds, Gerald may avoid making a withdrawal from your Funding Account to repay Advances and we will notify you and may suspend or terminate your access to future Advances or the Services.

1.1.1. Shop Now, Pay Later Advances

Gerald may offer you the option of receiving an Advance that may be used to make purchases at the CornerStore (a “Shop Now, Pay Later”). Shop Now, Pay Later may be used immediately once approved via the App.

1.1.2. Mobile Plan Advances

Gerald may offer you the option of receiving an Advance that may be used to pay for a Mobile Plan subscription or other charges arising from your use of a Mobile Plan (a “Mobile Plan Advance”). Mobile Advances may be used immediately once approved via the App.

1.1.3. Cash Advance.

Gerald may also offer the option of receiving an Advance to a Funding Account (a “Cash Advance”). If approved, Gerald generally transfers Cash Advances to Funding Accounts via ACH, which means that the funds should arrive into the account within 2-3 business days (excluding bank holidays) after requested. Gerald may also offer you an option to transfer the Cash Advance on expedited basis to customers who have previously repaid their advance before or by repayment date, in which case the funds should arrive into your Funding Account within 30 minutes of your request.

1.2. Store Rewards.

1.2.1. How to Earn Rewards

Gerald may offer you the opportunity to earn rewards, points, or coins (collectively, “Rewards”) through the App for various activities, such as playing games, watching advertisements, answering questionnaires, or completing other tasks. The amount of Rewards that you are eligible to earn for various tasks will be displayed to you in the App. From time-to-time, we may introduce promotions to allow you to receive Rewards in additional ways. All other promotions will be subject to any additional terms and conditions specified in the terms of the promotional offer and this Agreement, unless explicitly stated otherwise.

You may not use any computer code, “robot,” “bot,” or other automatic device, or program, algorithm or methodology having similar processes or functionality, nor any device to block the display of advertisements or other means of circumventing Gerald’s Rewards-related systems. We reserve the right to audit your account activity for compliance with these terms. Your ability to redeem Rewards may be suspended for the duration of any audit, and we may revoke all or some of your earned, but unredeemed Rewards in the event that we determine that you have violated this Agreement.

1.2.2. How to Redeem Rewards

You may redeem earned Rewards by applying Rewards to CornerStore purchases. You may also redeem earned Rewards by applying the Rewards to cover the expedited transfer of a Cash Advance, if available, or by another means we make available to you. Once you request to redeem your Rewards, you cannot cancel or otherwise revoke the request. We reserve the right to reject any redemption request if we cannot verify your identity or account information.

1.2.3. Rewards Value & Other Conditions

Rewards are non-transferable and cannot be redeemed by anyone other than you. Additionally, Rewards have no cash value and are not your property, nor has right, title, or interest in the Rewards been conveyed, unless and until you redeem the Rewards. Rewards may not be transferred or assigned to any other party (including a transfer upon death or as part of a domestic relations matter), and any attempt to do so shall be void and of no legal effect. The sale, assignment or barter of any Rewards, other than by us, is expressly prohibited.

You acknowledge that the Rewards program is a promotional program as to which no consideration has been paid to you. You consent and authorize us, our affiliates, or any non-affiliated third parties with whom we contract to manage the Services to share information about you and the Services, as necessary, to effect, administer, enforce, service, or fulfill the terms of the Services. The Rewards program is void where prohibited by federal, state, or local law. You are responsible for any tax liability, including disclosure requirements, related to your participation in the Rewards program. Please consult your tax advisor if you have any questions about your personal tax situation.

2. Monthly Statements.

We may provide you with periodic statements that describe your Account activity. Please reach out to us at support@joingerald.com to request a copy of the statements for your records.

3. NO LEGAL TAX OR FINANCIAL ADVICE

GERALD DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE SERVICES. GERALD IS NOT A LAWYER, TAX ADVISOR, BROKER, OR FINANCIAL PLANNER. GERALD ENCOURAGES YOU TO CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES BEFORE IMPLEMENTING ANY FINANCIAL STRATEGY OR MAKING OTHER FINANCIAL DECISION.

4. Personal and Noncommercial Use Limitation: Prohibited Uses

You agree to use the Services only for lawful purposes. You are prohibited from any use of the Services that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Services, including but not limited to unauthorized entry into Gerald’s systems, misuse of passwords, or misuse of any information posted on through the Services is strictly prohibited.

We grant you access to the App during the term of this Agreement solely to receive the Services. You may access, download, and print materials as necessary to receive the Services. You may not license, copy, distribute, create derivative works from, frame in another Website page, use on any other website, or sell any information, databases, or lists obtained from the Services or the App. You agree to provide true, accurate, and complete user information at all times, and to update such information upon our request. You will not access or attempt to access password protected, secure or non-public areas of the Services or the App, without our prior written permission. You will comply with all privacy laws.

The Services and the App are licensed (not sold) to end users. Subject to this Agreement, we grant to you a personal, non-exclusive, non-transferable, limited, and revocable license to access the Services and the App for your own personal use and not for any commercial or business purpose.

As a condition of your use of the Services or the App, you warrant to Gerald that you will not use the Services or the App for any purpose that is against the law or prohibited by this Agreement. If you violate this Agreement, you may be prohibited from using the Services and the App.

You agree you will not (1) try to reverse engineer, disassemble, decompile, or decipher the Services or software making up the Services, (2) use a means other than Gerald’s provided interface to access the Services, (4) use the Services in a way that could impair, overburden, damage, or disable any portion of the Services, or (5) mirror any material contained on the Services. You may not without our prior written permission use any computer code, data mining software, “robot,” “bot,” “spider,” “scraper,” or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Website pages, data, or content found on the Services or the App, or accessed through the Services or the App. You may not republish Gerald content or other content from the Services or the App, on another website or app or use in-line or other linking to display such content without our permission. You may not introduce viruses, spyware, or other malicious code to the Services or the App. You represent and warrant that you use frequently updated, commercially standard virus protection software to ensure that the system you use to access the App is virus free.

You will not attempt to gain unauthorized access to any other user’s account. You will not modify or attempt to modify or in any way tamper with, circumvent, disable, damage or otherwise interfere with the Services. You will not modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent the foregoing restriction is expressly prohibited by applicable law, or copy, distribute, transfer, sell or license all or part of the Services. You will not use the Services to access, copy, transfer, retransmit or transcode information, Gerald logos, marks, names or designs or any other content in violation of any law or third party rights, or remove, obscure, or alter Gerald’s (or any third party’s) copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed through the Services. You will not use the Service (including the chat feature) to transmit or disseminate any: junk mail, spam, or unsolicited material to persons who have not agreed to receive such material or to whom you do not otherwise have a legal right to send such material; material that infringes or violates any third party’s intellectual property rights, rights of publicity, privacy, or confidentiality, or the rights or legal obligations of any wireless service provider or any of its customers or subscribers; material or data that is illegal, harassing, coercive, defamatory, libelous, abusive, threatening, obscene, or otherwise objectionable, materials that are harmful to minors or excessive in quantity, or the transmission of material in which could diminish or harm our reputation or any third-party service providing SMS messaging services; material or data that is alcoholic beverage-related (e.g., beer, wine, or liquor), tobacco-related (e.g., cigarettes, cigars, pipes, chewing tobacco and vaping products), guns or weapons-related (e.g., firearms, bullets), illegal drugs-related (e.g., marijuana, cocaine), pornographic-related (e.g., adult themes, sexual content), crime-related (e.g., organized crime, notorious characters), violence-related (e.g., violent games), death-related (e.g., funeral homes, mortuaries), hate-related (e.g. racist organizations), gambling-related (e.g., casinos, lotteries), specifically mentions any wireless carrier or copies or parodies the products or services of any wireless carrier; viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; material that would expose us or any third-party service in providing the Service to liability; any signal or impulse that could cause electrical, magnetic, optical, or other technical harm to the equipment or facilities of Gerald or any third party. You agree that you will not attempt to: (a) access any software or services for which your use has not been authorized; or (b) use or attempt to use a third party’s account; or (c) interfere in any manner with the provision of the Services, the security of the Services, or other customers of the Services; or (d) otherwise abuse the App or Services.

Gerald reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by laws or regulations, and Gerald also reserves the right to take action to protect Gerald, other users, and other third parties from any liability, fees, fines, or penalties. We make take actions including, but not limited to: (1) updating information you have provided to us so that it is accurate, (2) limiting or completely closing your access to the Services, (3) suspending or terminating your ability to use the Services on an ongoing basis, (4) taking legal action against you, and (5) holding you liable for the amount of Gerald’s damages caused by your violation of this Agreement.

5. Third Party Product Terms

We may, from time-to-time and subject to this Agreement, make a third party’s products and services available to you through the Services, including Mobile Plans and products sold via the CornerStore (the “Third Party Products”). The Services may provide Third Party Product listings, descriptions, and images of goods or services or related coupons or discounts, as well as references and links to such Third Party Product. Third Party Products may be made available for any purpose, including general information purposes. We do not control or endorse, nor are we responsible for, any Third Party Product, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of any Third Party Product, or any intellectual property rights in any Third Party Product. Nothing in this Agreement shall be deemed to be a representation or warranty by us with respect to any Third Party Product. We have no obligation to monitor Third Party Products, and we may block or disable access to any Third Party Products through the Services at any time. In addition, the availability of any Third Party Products through the Services does not imply our endorsement of, or our affiliation with, any provider of such Third Party Product, nor does such availability create any legal relationship between you and any such provider. YOUR USE OF ANY THIRD PARTY PRODUCT IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY PRODUCT (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY PRODUCTS).

6. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, GERALD AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “GERALD PARTIES”) EXPRESSLY MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE CONTENT OR OPERATION OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

THE GERALD PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT ON THE SERVICES, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. THE GERALD PARTIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES, OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.

Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you.

Your access and use of the Services and the App may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or the App or other actions that Gerald, in its sole discretion, may elect to take. In no event will Gerald be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.

Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other materials supplied in connection with such Services, shall be for Gerald to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable Services.

7. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GERALD SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES OR THE APP; (ii) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES OR THE APP AT ANY TIME OR FROM ANY LOCATION; (iii) THE COST OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES OR ON THE APP; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE APP; OR (vi) ANY OTHER MATTER RELATING TO SERVICES OR THE APP. IN NO EVENT WILL OUR MAXIMUM LIABILITY TO YOU EXCEED THE GREATER OF (1) THE AMOUNT THAT YOU HAVE PAID TO GERALD IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM; OR (2) $100 (ONE HUNDRED DOLLARS).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF WARRANTIES OR LIABILITY MAY NOT APPLY TO YOU.

8. INDEMNIFICATION

To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Gerald Parties from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (i) your access to, use of or alleged use of the Services; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party, including without limitation, your employer. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will cooperate as fully as reasonably required in the defense of any such claim. Gerald reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Gerald.

9. Links to Third Party Sites

The App may contain hyperlinks to websites or applications operated by parties other than Gerald. Such hyperlinks are provided for your reference only. We do not control such websites or applications and are not responsible for their content. Your access to and use of such websites or applications, including information, material, products and services on such websites or applications, is solely at your own risk. Furthermore, because our Privacy Policy is applicable only when you are on the App, once linked to another website or application, you should read that site’s privacy policy before disclosing any personal information.

10. Use of Submissions

Should you respond with information including feedback or data such as questions, comments, suggestions, or the like regarding the content of the Services or the App, such information will be deemed to be non-confidential. We will have no obligation of any kind with respect to such information and will be free to reproduce, use, disclose, and distribute the information to others without limitation. We will be free to use any ideas, concepts, know-how, or techniques contained in such information for any purpose whatsoever including but not limited to developing, manufacturing, and marketing products incorporating such information.

11. System Outages, Slowdowns, Capacity Limitations, and Updates

Any computer system, service or electronic device, whether it is yours, an internet service provider’s, a mobile network operator’s or ours, can experience unanticipated outages, slowdowns and/or capacity limitations. As a result of high internet traffic volume, transmission problems, systems capacity limitations, and other problems, you may, at times, experience difficulty accessing the Services or the App, or communicating with us through the internet or other electronic and wireless services. The Service and the App may be unavailable during system maintenance, for security precautions or when interrupted by circumstances beyond our control.

We may update the software and applications running the App at any time and your continued use of the Services constitutes your acceptance of any upgrades to the software and applications. We will not be responsible for the loss of any personal settings, dropped connections, disabled features, disabled or suspended alert messages, or service interruptions resulting from an upgrade, maintenance or any reason. It is your responsibility to review your Accounts to confirm the balance and the status of all transactions.

12. Application License

If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App, on wireless electronic devices owned or controlled by you, and to access and use the App, on such devices strictly in accordance with the terms and conditions of this App license contained in this Agreement. The following terms apply when you use a App obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the App on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this App license contained in this Agreement or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable Third party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are Third party beneficiaries of the terms and conditions in this App license contained in this Agreement, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this App license contained in this Agreement against you as a Third party beneficiary thereof. Apple and Google are not sponsors of any content or Services.

13. Accessibility

We are committed to making the Services and the App accessible to our customers and the public, including individuals with disabilities. Please direct accessibility-related inquiries to our Americans with Disabilities Act (“ADA”) coordinator by email at support@joingerald.com to learn more about our accessibility support services.

14. Phone Communication & Push Notifications

When you provide us with your mobile phone number, you agree that Gerald and its affiliates may contact you at that number using text messages with service-related information such as alerts and transactional messages, or questions about the App, Services or your Account. We will not use autodialed or prerecorded SMS or texts to contact you for marketing or promotional purposes unless we receive your prior express written consent. You do not have to agree to receive marketing-related, autodialed or prerecorded SMS or texts in order to use the App or the Services. If you choose to receive marketing-related prerecorded SMS or texts via long code, you can later opt-out of such marketing-related messages by contacting us. Standard text charges may apply to all SMS or text messages. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. Carriers are not liable for delayed or undelivered messages.

You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s. You represent that you are permitted to receive text messages at the telephone number you have provided to us. You agree to promptly alert us whenever you stop using a telephone number.

You can cancel the SMS service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you.

You agree to receive push notifications from us. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of the Services.

15. Changes to the Services, App and Agreement

We may make improvements or changes in the information, services, products, and other materials through the Services or on the App, or terminate the Services and/or the App at any time. We may modify this Agreement at any time, and such modifications will be effective immediately upon posting of the modified Agreement. Accordingly, you agree to review the Agreement periodically, and your continued access or use of the Services or the App will be deemed your acceptance of the modified Agreement.

16. Termination; Survival

This Agreement will continue to apply until terminated by either you or us. If you desire to terminate this Agreement and delete your account, contact us at support@joingerald.com, and your account will be closed and your ability to log in deactivated immediately. To remove Gerald from your mobile devices, delete the App. However, deleting the App will not delete your Gerald account, it will only delete the data from the device. Therefore, in order to close your account for the Services, follow the instructions above for deleting your account with us. We may terminate this Agreement and your access to the Services and the App at any time, for any reason or no reason, upon notice to you, to the e-mail address provided by you as part of your enrollment for your account with us. You acknowledge and agree that Gerald may immediately deactivate or delete your account and all related information and files in your account and/or prohibit any further access to all files and the Services by you. Further, you agree that Gerald shall not be liable to you or any third party for any termination of your access to the Services or the App. Further, you acknowledge and agree that Gerald may retain information about your account, in accordance with Gerald’s privacy policy and subject to applicable law, even once you have closed your account.

The following provisions of this Agreement will survive termination of your use or access to the Services: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Dispute Resolution by Binding Arbitration, and Miscellaneous, and any other provision that by its terms survives termination of your use or access to the Services. For clarity, termination of this Agreement does not affect your obligations or our rights under any agreement between you and Gerald.

17. DISPUTE RESOLUTION BY BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND INCLUDES, AMONG OTHER THINGS, A CLASS ACTION WAIVER.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED BELOW.

17.1. Informal Dispute Resolution.

If a Dispute arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that before filing any Dispute in arbitration or, for an excluded matter, in court, you will try to resolve the Dispute informally by contacting support@joingerald.com (or through any of the methods described in this Agreement). Similarly, Gerald will undertake reasonable efforts to contact you (if we have contact information for you) to resolve any Dispute we may possess informally before taking any formal action. If a Dispute is not resolved within thirty (30) days after the email noting the Dispute is sent, you or Gerald may initiate an arbitration proceeding as described below. As used in this Section, “Dispute” shall include any past, present, or future Dispute, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, including our affiliates, employees, directors, representative and agents, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise 2 below) the validity or enforceability of this Arbitration Provision, any part thereof, or the Agreement.

17.2. Election to Arbitrate.

You and Gerald agree that the sole and exclusive forum for resolution of a Dispute be final and binding arbitration pursuant to this Section 21 (the “Arbitration Provision”), unless you opt out as provided in Section 21.3 below or your Dispute is subject to an explicit exception to this Arbitration Provision. Disputes are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity, or otherwise. Notwithstanding the foregoing sentence, both you and Gerald retain the right: (1) to bring an individual action in small claims court (a “Small Claims Action”); (2) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, the misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”); or (3) to bring a claim in a court of competent jurisdiction related to consumer personal information, including without limitation, the provision of false information or a data breach resulting in the unauthorized access, acquisition or compromise of consumer personal information (a “Personal Information Action”). Disputes include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

17.3. Opt-Out of Arbitration Provision.

You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to support@joingerald.com, within thirty (30) days of the date of your electronic acceptance of this Agreement (such notice, an “Arbitration Opt-Out Notice”). Such Arbitration Opt-Out Notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, and address, and be signed by you. If you don’t provide Gerald with an Arbitration Opt-Out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to a Small Claims Action, an IP Protection Action, or a Personal Information Action, as expressly set forth above. For the avoidance of doubt, your opt-out will be effective only for Disputes that arise after execution of the revised Agreement.

17.4. Judicial Forum for Disputes.

In the event that (i) you or we bring a Small Claims Action, IP Protection Action, or Personal Information Action; (ii) you timely provide Gerald with an Arbitration Opt-out Notice; or (iii) this Section is found not to apply, the exclusive jurisdiction and venue of any Dispute will be the state and federal courts located in Wilmington, DE and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You and we both further agree to waive our right to a jury trial.

17.5. WAIVER OF RIGHT TO LITIGATE.

UNLESS YOU TIMELY PROVIDE GERALD WITH AN ARBITRATION OPT-OUT NOTICE, YOU ACKNOWLEDGE THAT YOU HAVE A RIGHT TO LITIGATE DISPUTES THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH DISPUTES IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

17.6. NO CLASS ACTIONS.

You and Gerald agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Gerald may bring a Dispute as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a Dispute to resolve any Dispute against Gerald will be deemed a Collective Arbitration if (i) two (2) or more similar Disputes for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR GERALD SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 21.6 SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

17.7. Arbitration Procedures.

The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“JAMS”). Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules; all other Disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures (the applicable rule set, the “JAMS Rules”). If you have any questions concerning JAMS or would like to obtain a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their website at: www.jamsadr.com. In the case of a conflict between the JAMS Rules and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the JAMS Rules apply. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from JAMS’ roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with the JAMS Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law.

Notwithstanding any language to the contrary in this Section, if a party seeks injunctive relief that would significantly impact other Gerald users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section 21.7 shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. This Arbitration Provision shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in this Agreement.

17.8. Arbitration Location.

Unless the arbitrator determines that an in-person hearing is necessary or you and Gerald otherwise agree, the arbitration may be conducted via videoconference, telephonically or via other remote electronic means. If your Dispute does not exceed $10,000 not inclusive of attorneys’ fees and interest, then the arbitration will be conducted solely on the basis of the documents that you and Gerald submit to the arbitrator, unless the arbitrator determines that a videoconference, telephonic or in-person hearing is necessary. If your Dispute exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to such rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

17.9. Arbitration Fees.

If we elect arbitration, we shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules.

17.10. Arbitrator’s Decision.

The arbitrator will render an award within the time frame specified in the administrator rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

17.11. Survival and Severability of Arbitration Provision.

This Arbitration Provision shall survive the termination of this Agreement. With the exception of Section 21.6, if a court decides that any part of this Arbitration Provision is invalid or unenforceable, then the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. In the event that a court finds that all or any portion of Section 21.6 to be invalid or unenforceable, then the entirety of this Arbitration Provision shall be deemed void and any remaining Dispute must be litigated in court pursuant to Section 21.4.

18. Electronic Communications

The Services are only available electronically. In order for you to receive the Services, you agree to receive all disclosures electronically pursuant to your Consent to Electronic Disclosures. If, for some reason, you cannot receive communications electronically in the future, we cannot provide the Services to you and you should close your Account and we may terminate your Account.

19. Privacy Policy

Our Privacy Policy, as may be amended from time to time, is incorporated into this Agreement. In general, you can visit https://joingerald.com/ without telling us who you are or revealing any information about yourself. However, when you use the App or our Services, or register for an account with us, we will collect personal information from you. By providing your personal information to us, you expressly agree to our collection, use, storage, and disclosure of such information as described in our Privacy Policy. Click visit https://joingerald.com/privacy to view our Privacy Policy.

20. Confidentiality of Your Account

If you use the Services or the App, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your access device (such as your mobile device or computer), and you agree to accept responsibility for all activities that occur under your account or password. If your status as a user of the Services or the App is terminated, you will (i) stop using the Services and the App and any information obtained from the Services and the App, and (ii) destroy all copies of your account information, password and any information obtained from the Services or the App. If you become aware of any unauthorized use of your account, you agree to notify us immediately at the email address: support@joingerald.com.

21. Proprietary Rights

We own and operate the Services. We own exclusively or our licensors and suppliers own all content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, the “Gerald Materials”). The Gerald Materials are protected by U.S. copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Gerald Materials displayed on the Services, without our prior written permission in each instance.

All Gerald Materials on the Services and the App (as well as the organization and layout of the Services and the App) are owned and copyrighted, licensed by, or used with permission that is granted to Gerald. No reproduction, distribution, or transmission of the copyrighted materials in the Services and the App are permitted without the prior written permission of Gerald.

22. Miscellaneous

The Services are provided by:

Gerald Technologies, Inc.

169 Madison Ave, #2085

New York NY, 10016

The charges for the Services are described in the Agreement and in the App. If you have a complaint regarding the Services, or to receive further information regarding use of the service, you may contact us at support@joingerald.com or via the Chat function in the App. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by writing to 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

The App is intended to and directed to residents of the United States and all advertising claims contained on the App are valid only in the United States. This Agreement is governed by, and all Disputes shall be resolved in accordance with the laws of Delaware, without giving effect to any principles of conflicts of law. Failure by Gerald to insist upon strict enforcement of any provision of this Agreement will not be construed as a waiver of any provision or right. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the App or this Agreement must be filed as provided above in the Arbitration Provision within one (1) year after such claim or cause of action arose or be forever barred. If any of these terms will be deemed invalid, void, or for any reason unenforceable, that term will be deemed severable and will not affect the validity and enforceability of any remaining term, except as provided for in Section 21.11. You may have greater rights, or some of the provisions may be prohibited, by virtue of state or federal consumer protection laws. In such a case, to such extent, the subject provisions shall not apply to you.

This Agreement, including any agreement that incorporates or has been incorporated into this Agreement, is the entire understanding and agreement between you and Gerald regarding the Services. This Agreement supersedes any previous agreement to which you and Gerald may have been bound that does not incorporate or has not been incorporated into this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice will act to modify any provision of the Agreement. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Electronic Communication Consent