Grey, Inc (“Grey,” “our,” or “we”) sells its proprietary stablecoin, the Grey Token, through our proprietary point of sale system (“POS System”).

When you use your debit card to make a purchase at a participating merchant (“Merchant”) using our POS System, you are purchasing digital asset(s) and transferring them to the Merchant. To purchase Grey Tokens for later use, you must be a member of the Grey Network and have a Grey account (“Grey Account”). Additional terms and conditions apply to your Grey Account as defined in the Grey consumer application User Agreement or the Grey Merchant Agreement.

Your purchase of Grey Tokens through the Grey POS System is governed by these Terms of Sale (“Terms”).  By initiating a Grey Token purchase transaction through our POS System, you agree that you have read, understand, and accept all of the terms and conditions contained in these Terms, as well as our Privacy Policy.

Grey reserves the right to change or modify these Terms at any time and at our sole discretion by posting the revised Terms on the Grey website and/or providing a copy to you. The amended Terms will be effective immediately and will apply to all transactions occurring thereafter, but will not apply retroactively. We encourage you to review these Terms each time you make a purchase to ensure that you understand the terms and conditions that apply to your transaction(s) made through our POS System. Your continued use of the POS System and/or your Grey Account after the posting of revised Terms constitutes your acceptance of such revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the POS System and/or close your Grey Account.

GREY TOKENS

A stablecoin is a type of virtual currency that is pegged to a stable asset, such as gold or a fiat currency. The Grey Token is a stablecoin pegged to the U.S. Dollar. For every dollar that enters the Grey Network, one Grey Token is created and for every dollar that exits the Grey Network, one Grey Token is destroyed. There is no significant volatility risk associated with Grey Tokens, unlike other virtual currencies. Grey is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons.

USE OF THE GREY POS SYSTEM

To make a purchase of Grey Tokens at a Merchant using our POS System, you may only use your debit card; Grey does not accept payments by credit card at this time. You must complete your purchase by entering your personal identification number (“PIN”); this is known as a PIN-debit transaction. Grey does not currently allow for signature debit transactions where you sign the sales receipt instead of entering your PIN.

You have the option to register for a Grey Account, but are not required to create a Grey Account to complete a Grey Token purchase transaction through the Grey POS System. If you do not have a Grey Account, the amount of Grey Tokens you are able to purchase is limited to the amount you are transferring at that time. If you do have a Grey Account, you are able to purchase Grey Tokens in an amount greater than the amount you are transferring at that time. In which case, your purchased Grey Tokens not being transferred at that time will remain in your Grey Account for later use. You understand that to use the POS System, you may be required to provide your Personal Information (as defined below).

You agree and represent that your use of the POS System is only for yourself, and not on behalf of any third party, unless you have obtained prior approval from Grey.

PERSONAL INFORMATION & IDENTITY VERIFICATION

Prior to your purchase of Grey Tokens through the POS System, you may be required to provide personal information to Grey, through the Merchant.  This personal information may include, but is not be limited to, your name, contact information (phone number, email address), and scan of your Government-issued ID. Anti-money laundering and counter-terrorism financing laws may require that Grey obtain and verify your personal information in order for you to use the POS System and/or access Grey’s services

Grey empowers its Merchants to ensure consumers initiating Grey Token purchases are of legal age to do so by requiring its Merchants to maintain a high standard of compliance as per state regulations and federal guidance.

In providing us with personal information that may be required, you confirm that the information is accurate and authentic. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crimes, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

CONSENT TO ACCESS, PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION

You consent to Grey accessing, processing and retaining any personal information you provide to us for the purpose of us providing services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your Grey Account with us. However, we may retain and continue to process your personal information for other purposes. Please see our Privacy Policy for further information about how we process your Personal Information, and the rights you have in respect of this.

LIMITATIONS

Grey imposes limits on the amount of Grey Tokens that you can buy using the POS System in any single transaction. Grey, in its sole discretion, may change the limitations as it deems necessary or appropriate.

CANCELLATIONS/REFUNDS

All Grey Token purchase transactions are final, and there are no refunds, reversals, changes or cancellations, except as otherwise provided in these Terms or as required by law. If your payment is not successful or if your payment method has insufficient funds, you authorize Grey, in its sole discretion, either to cancel the transaction or to debit your other payment methods (if applicable), in the amount necessary to complete the transaction. You are responsible for maintaining an adequate balance in order to avoid overdraft, non-sufficient funds (NSF), or similar fees charged by your financial institution. Grey reserves the right to refuse to process, or to cancel or reverse purchases at any time, in its sole discretion, before completing such sale or even after funds have been debited from your account(s), if we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; or if we reasonably suspect that the transaction is erroneous. In such instances, Grey will reverse the transaction and we are under no obligation to allow you to reinstate a purchase at the same price or on the same terms as the cancelled transaction.

UNAUTHORIZED OR INCORRECT TRANSACTIONS

When a Grey Token purchase occurs using your account credentials and/or debit card, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible either by filling out a charge inquiry on our website, www.paywithgrey.com or by phone at 1-888-511-9967 ext. 402. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us promptly in accordance with this section.

In the event of an unauthorized or incorrect transaction, you agree to assist us when requested, at your expense, to investigate any such transactions. To that end, you permit us to share information about an unauthorized or incorrect transaction with your financial institution and/or our financial institution in order to investigate and/or mediate the unauthorized or incorrect transaction. We will request necessary information from you to investigate any unauthorized or incorrect transactions. If a transaction is found to be unauthorized or incorrect, we will refund Grey Tokens to you. However, if a transaction is not found to be unauthorized or incorrect, then Grey may recover the transaction amount and any associated fees. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible transaction. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating unauthorized or incorrect transactions.

FEES

When you purchase Grey Tokens through the POS System, a processing fee applies. This processing fee is imposed by our payment processor. Before completing your Grey Token purchase transaction, you must agree and accept this processing fee. You are responsible for paying any additional fees charged by your financial institution, debit card issuer or other financial service provider.

STATE LICENSE DISCLOSURE

Grey maintains a license to engage in money transmission activities in Colorado and is currently pursuing money transmission licenses in other jurisdictions. Grey’s money transmission licensing in various states and territories may impact our provision and your use of certain services depending on where you live; for example, the POS System may be available in some states but not others. Grey’s licenses and any corresponding required disclosures can be found on the Grey Licenses page of our website.

THIRD PARTY MERCHANTS

Grey has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from a third party, including a Merchant. We are not responsible for ensuring that a Merchant you transact with will complete the transaction. If you experience a problem with any goods or services purchased from a Merchant using Grey Tokens, or if you have a dispute with such Merchant, you should resolve the dispute directly with that Merchant. If you believe a Merchant has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a Merchant, please notify Grey Support by emailing support@greyinc.io or calling 1-888-511-9967 ext. 402 so that we may consider what action to take, if any.

PAYMENT SERVICES PARTNERS

Grey may use a third-party payment processor to process any U.S. Dollar payment between you and Grey, including but not limited to payments in relation to your use of the POS System or Grey Account.

ASSUMPTION OF RISK

You acknowledge that Grey Tokens are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

LIMITATION OF LIABILITY & NO WARRANTY

IN NO EVENT SHALL GREY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE GREY TOKENS IN YOUR GREY ACCOUNT OR (B) FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE POS SYSTEM OR YOUR GREY ACCOUNT, OR THESE TERMS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF GREY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF GREY’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE GREY SERVICES AND POS SYSTEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GREY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. GREY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE POS SYSTEM, YOUR GREY ACCOUNT, ANY PART OF THE GREY SERVICES, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. GREY DOES NOT GUARANTEE THAT ANY PURCHASE WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE GREY SERVICES, POS SYSTEM, AND GREY ACCOUNT.

INDEMNITY

You will indemnify, defend and hold harmless Grey, its parents, subsidiaries and affiliates, and its and their directors, officers, owners, employees, agents, consultants, contractors and other representatives from and against any and all claims, demands, causes of action, debts, losses, liabilities, damages, judgments, settlements, tax assessments, penalties, interest, and expenses, including reasonable attorneys’ fees, arising out of, related to, or which may arise from: (a) your use of the POS System or Grey Account; (b) your actual or alleged breach of or non-compliance with any of these Terms; (c) your violation of any right of a third party in connection with your use of the POS System or Grey Account, including but not limited to any right of privacy, publicity rights, or intellectual property rights of such third party; (d) your negligence or violation or alleged violation of any federal or state law, rule or regulation; or (e) any other party’s access and/or use of the POS System or your Grey Account with your account credentials. Grey reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses. In the event of any third party claim that the POS System or Grey Account infringes that third party’s intellectual property rights, Grey will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

GOVERNING LAW, JURISDICTION & VENUE

These Terms and any claim, action or dispute arising hereunder will be governed by the laws of the State of Texas, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods and Services shall have no applicability. We are located in Texas and that is where you entered into these Terms and opened your Grey Account. In addition, we are subject to certain federal and state regulations and we must comply with these laws, regulations and rules. You agree that if there is any inconsistency between these Terms and any applicable law, regulation or rule, these Terms will prevail to the extent any such law, regulation or rule may be modified by agreement. You agree that any action at law or in equity arising out of or relating to these Terms not subject to arbitration (as set forth below), will be filed only in the state and federal courts located in Dallas County, Texas and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

ARBITRATION, WAIVER OF RIGHT TO JURY & CLASS ACTION WAIVER

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH GREY AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS, THE POS SYSTEM, YOUR GREY ACCOUNT, OR THE GREY SERVICES MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION CONDUCTED BY A SINGLE ARBITRATOR WITH EXPERIENCE IN CONSUMER ONLINE PAYMENT SERVICES DISPUTES ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE AAA SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. The forum for arbitration shall be in Dallas County, Texas, and the state or federal courts in Dallas County, Texas have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration.

In any arbitration, the parties will not seek discovery from each other, and the arbitrator shall not allow parties to engage in discovery; rather, each party shall disclose the evidence supporting their positions at some mutually agreeable time and date prior to the final hearing. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST GREY AND/OR RELATED THIRD PARTIES. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then that language shall be deemed to have been dropped from the Terms and the remaining obligations relating to arbitration shall continue in full force and effect.

SUSPENSION, TERMINATION & CANCELLATION

Grey may: (a) suspend, restrict, or terminate your access to the POS System, and/or (b) deactivate or cancel your Grey Account if: (i) We are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) use of your Grey 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 Grey Account activity; (iii) our service partners are unable to support your use; or (iv) you take any action that Grey deems as circumventing Grey’s controls, including, but not limited to, opening multiple Grey Accounts.

If Grey suspends or closes your Grey Account, or terminates your use of the POS System for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Grey from providing you with such notice. You acknowledge that Grey’s decision to take certain actions, including limiting access to, suspending, or closing your Grey Account, may be based on confidential criteria that are essential to Grey’s risk management and security protocols. You agree that Grey is under no obligation to disclose the details of its risk management and security procedures to you.

MISCELLANEOUS

Contacting Grey. If you have feedback, or general questions, contact us by calling Grey Support at

1-888-511-9967 ext. 402. When you contact us please provide us with your name, address, and any other information we may need to identify you, your Grey Account, and the transaction on which you have feedback or questions. If you believe your Grey Account has been compromised, you may also report your claim by calling 214-305-2802.

Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you and any attempted assignment will be deemed void. Grey reserves the right to assign these Terms and the rights and obligations hereunder to any third party without notice to you. These Terms will be binding and inure to the benefit of the parties hereto and their successors and permitted assigns.

Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the POS System or Grey Network, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Grey Account.

Relationship of the Parties. Grey is an independent contractor for all purposes. Nothing in these Terms shall be deemed or is intended to be deemed, nor shall it cause, you and Grey to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Grey to be treated as the agent of the other.

Change of Control. In the event that Grey is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Force Majeure.  We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

Entire Agreement. These Terms represents the parties’ entire understanding with respect to the subject matter contained herein and supersedes and cancels all prior written or oral contracts, agreements and understandings of the parties with respect to the subject matter of these Terms.

Survival. All provisions of these terms which by their nature extend beyond the expiration or termination of these terns, including, without limitation, sections pertaining to suspension or termination, Grey Account cancellation, debts owed to Grey, general use of the POS System or Grey Account, disputes with Grey, and general provisions, shall survive the termination or expiration of these Terms.

No Waiver; Severability. The failure of Grey to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be removed to the minimum extent necessary and the remainder of these Terms shall remain in full force and effect.

Conflicts. In the event of a conflict between these Terms and any other terms and conditions or policies of Grey, these Terms shall prevail as to the subject matter contained herein.

Headings and Subheadings. The use of titles and headings with reference to certain portions of these Terms is solely for the convenience of the reader and are of no legal effect.

Non-Waiver of Rights. These Terms shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.