Last Updated: August 29, 2022
These Terms of Service (“TOS”) are a legally binding agreement between you and Good Tree Capital Partners Fund LLC (“us” or “Good Tree”). This TOS applies to your use of our any and all of our services, including mobile applications, websites, software, cloud-based solutions, hardware, and other products and services (collectively, the “Services”).
Good Tree offers a Good Tree Account (“Account”) that enables users to access Good Tree’s digital wallet and payment software platform (the “Good Tree Platform”). The Good Tree Platform permits users to initiate and send payment instructions through the Good Tree Platform to one or more of our licensed financial institution partners (each, a “Financial Institution Partner”), who will provide funds transfer services based on those instructions and these TOS.
YOU SHOULD CAREFULLY READ THESE TOS. By visiting our site, using our Services and/or applying for an Account, you are agreeing to be bound by these TOS, which are a binding contract between you and us. If you do not wish to agree to abide by these TOS or any other Site Policy, you should not access or otherwise use the site or the Services.
We may amend this TOS at any time by posting a revised version on our website or any other website we maintain for purposes of providing the Services. Amendments to the TOS are effective at the time we post them and your continued use of the Services, Account, and/or Platform constitutes acceptance of any such amendments.
Good Tree may be required to provide certain legal and regulatory disclosures, periodic statements and confirmations, notices, tax forms and other communications (collectively “Communications”) to you in written form. By agreeing to these TOS, you consent to Good Tree delivering such Communications to you in electronic form, including e-mail. Your consent for electronic delivery shall be effective until such time as you affirmatively revoke such consent in writing by following the instructions below. If you no longer have access to your account to receive the Communications in electronic format, then you may request the Communication in written form.
You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement such communications would satisfy if they were provided in writing. Good Tree will use reasonable efforts to honor any request you may have to opt out from receiving certain e-mails. With respect to these TOS, you waive any rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent such waiver is not prohibited under applicable law. You may withdraw your consent to receive Communications electronically by contacting us at firstname.lastname@example.org.
The Good Tree Platform allows users to create a Good Tree Account, to hold a stored value of funds associated with your Good Tree Account (your “Good Tree Balance”), and to transmit instructions to initiate or request payments between you and another end user (the “Good Tree-Enabled Services”). Any funds recorded as held in your Good Tree Balance are held by our Financial Institution Partners in one or more pooled holding accounts.
Good Tree is not a money transmitter and does not perform money transmission or money transfer or payment services. Good Tree operates a software platform that sends your payment instructions to our financial institution partners. All payments made based on the instructions transmitted to Good Tree through the Good Tree Platform are processed and disbursed by our Financial Institution Partners, who are regulated financial institutions. To utilize the Good Tree Platform, you may also be required to accept or agree to our Financial Institution Partners’ terms. Except as specifically set forth in this TOS, the Financial Institution Partners are not responsible for the Good Tree Platform or fulfillment of Good Tree’s obligations under this TOS.
By opening an Account, you represent and attest that (a) your Good Tree Account is not used primarily for personal, family, or household purposes; (b) you are authorized to provide the information described below; and (c) you are authorized to bind the Business Customer to this TOS. To create your Good Tree Account, we require that you provide us with certain information, such as business name, and the full name and email address of the individual creating the Good Tree Account on behalf of your business. To access certain additional features, including a Good Tree Balance, we will request that you provide additional information to permit us to verify your identity, including: your business entity type, a valid U.S. physical address (not a P.O. Box or the address of a commercial mail receiving agency), phone number, and the Business Customer’s tax identification number. Additionally, we may require personal information (including the full name, date of birth, social security number, and in some cases a form of photo identification) of any beneficial owners of the Business Customer, including at least one controller.
If you are a Business Customer that is owned by an individual who is not at least 18 years old, an authorized officer of your business who is at least 18 years old must create your Good Tree Account. In any case, businesses owned by minors under the age of 13 may not create a Good Tree Account.
You agree that the registration and other information you provide to open your Good Tree Account is accurate, complete and current. You further agree to promptly update that information to keep it accurate, complete and current. You further acknowledge and agree that Good Tree, in its sole discretion, may suspend or discontinue, and refuse any and all current and future, access to or use of, your Good Tree Account at any time without notice to you.
Good Tree is not a Money Services Business required to register with FinCEN, and is not engaged in the transmission of money, as defined by FinCEN and other state authorities. Regardless, Good Tree is dedicated to prohibiting and actively preventing money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities by observing requirements imposed on financial institutions under the Bank Secrecy Act and its implementing regulations. Good Tree, moreover, partners with Financial Institution Partners that are licensed to engage in money transmission and money lending. Consequently, Good Tree collects certain information regarding its Business Customers and their operations pursuant to its and its partner’s internal procedures, policies, and programs.
USA PATRIOT Act Notice. Important information about procedures for opening a new account under the USA PATRIOT Act of 2001: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you create a Good Tree Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see a form of identification with your photograph or other identifying documents.
Your access to and use of the Services, your Good Tree Account, the Good Tree Platform and/or Good Tree-Enabled Services, moreover, is subject to compliance with Good Tree’s TOS, its compliance policies and programs and may also be subject to our Financial Institution Partner’s terms and compliance policies. Good Tree’s licenses and the licenses maintained by its Financial Institution Partners may impact our provision, and your use, of certain services on the Good Tree Platform.
In addition, Good Tree seeks to adhere to all relevant, applicable laws, regulations, and rules of federal and state governmental and regulatory authorities (collectively, “Applicable Laws”). Compliance with Applicable Laws may include compliance with any guidance or direction of any regulatory authority or government agency, any writ of attachment, lien, levy, subpoena, warrant, or other legal order (collectively, “Legal Orders”). You understand and acknowledge that in no event will Good Tree be obligated to affect any transaction it believes would violate any Applicable Law. You further understand and acknowledge that Good Tree is not responsible for any losses, whether direct or indirect, that you may incur as a result of Good Tree’s good faith efforts to comply with any Applicable Law, including any Legal Order.
As part of our legal compliance program, we will also monitor your Good Tree Account and your use of the Good Tree Platform, and review your information on an ongoing basis, as may be required by law or pursuant to our internal policies and procedures. At any time, we may require you to provide us with additional personal information as a condition to your continued access to and use of the Good Tree Platform. During such time, your access to and use of your Good Tree Account may be restricted.
To transmit payment instructions, you must prefund your Good Tree Account by transmitting funds from your bank or credit union account at a state- or federally-chartered financial institution in the United States (each, a “Linked Payment Account”) to your Good Tree Account. You are solely responsible for complying with any terms set by your bank or credit union with respect to your Linked Payment Account, including any fees (e.g., nonsufficient fund or overdraft fees).
When you transmit payment instructions to Good Tree, you authorize Good Tree to send such instructions to our Financial Institution Partners. You will be responsible for reviewing and understanding the terms and conditions for any services provided by our Financial Institution Partners. We are not responsible or liable for the performance of any Financial Institutions Partner. Further, you agree to resolve any disagreement between you and a Financial Institutions Partner regarding the terms and conditions of any Financial Institutions Partner with that Financial Institutions Partner directly in accordance with the terms and conditions of that relationship, and not Good Tree.
You are solely responsible for keeping secret your login information and password for your Good Tree Account. You are responsible for all activity conducted using your Good Tree Account whether or not you authorized the use of your Good Tree Account.
You shall only use your Good Tree Account, the Good Tree Platform and the Good Tree-Enabled Services for lawful and legitimate purposes and you will at all times comply with all applicable federal, state, and local laws, rules, regulations, and guidance.
You shall not use your Good Tree Account, the Good Tree Platform and the Good Tree-Enabled Services to: (i) engage in illegal or fraudulent activities; (ii) benefit any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control (OFAC); or (iii) engage in certain specified activities (“Prohibited Activities”), such as:
In addition to the above Prohibited Activities, Good Tree reserves the right to suspend your Good Tree Account or terminate this Agreement in the event that you are, or are suspected to be, using your Good Tree Account and the Good Tree-Enabled Services to conduct any activity we determine to be high risk or to expose us or other Good Tree clients or customers to an unacceptable level of risk. If we learn or suspect that you are using your Good Tree Account or the Good Tree-Enabled Services for any illegal or fraudulent purpose, we may share your information with any government or regulatory authority, financial institution, or law enforcement agency we deem necessary to fulfill our obligations to comply with Applicable Laws
Once you register and prefund your Good Tree Account, you may initiate and send payment instructions utilizing the Good Tree Platform, which Good Tree will share with our Financial Institution Partners, who will provide the funds transfer services based on those instructions. Our Financial Institution Partners will allow you to make or receive payments utilizing the ACH network. You must provide sufficient information for our Financial Institution Partners to satisfy the requirements of the NACHA Operating Rules.
You are responsible for all transactions initiated from your Good Tree Account. You are also responsible for all reversed or failed transactions, fees, claims, fines, penalties, and other liabilities incurred by Good Tree, our Financial Institution Partners, or other Good Tree customers arising from your use of your Good Tree Account, the Good Tree Platform, the Good Tree-Enabled Services or any breach of these TOS.
Without limiting the foregoing, you agree to reimburse Good Tree or our Financial Institution Partners for any liability relating to a transaction that: (i) is reversed in accordance with Good Tree or its Financial Institution Partners’ risk management policies; (ii) is reversed in accordance with Applicable Laws, regulations or guidelines, including without limitation, by ACH return (as that term is defined under the NACHA Rules), (iii) fails due to your error; (iv) fails due to the provision of inaccurate or incomplete information; or (v) is cancelled or rejected by you or the recipient or sender, or your or their bank or credit union (each, a “Reversal”).
To recover any amounts lost due to a Reversal, you authorize Good Tree to debit your Good Tree Account or your Linked Payment Account for such amount. Additionally, at Good Tree’s option, Good Tree may suspend your Good Tree Account or engage in collection activities. For all other liabilities or if Good Tree determines, in our sole discretion, that you have breached this TOS or that your Good Tree Account or use of the Good Tree-Enabled Services presents a risk or other threat to Good Tree, a Financial Institution Partner, Good Tree’s clients, or the Good Tree Platform, or if we are unable to verify your identity, we may take any of the following actions (without limiting or foregoing any other remedies available to us under the law or the terms of this TOS):
You may stop using your Good Tree Account at any time. You may terminate this Agreement by notifying Good Tree that you intend to close your Good Tree Account. Termination will be effective upon Good Tree closing your Good Tree Account, which it will not unreasonably delay after receiving notice of your intent to close the same. If your Good Tree Account holds a balance, you must provide instructions as to where to transfer that balance, if any, prior to closing your Good Tree Account.
If your Good Tree Account is terminated or suspended for any reason: (i) the license and any other rights granted under these TOS will end, (ii) you agree to immediately terminate and cease use of all Services, (iii) we may (but have no obligation to) delete your information and account data stored on our servers, and (iv) Good Tree will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data.
If you terminate your Good Tree Account and fail to provide instructions for any remaining Good Tree Balance, our Financial Institution Partners may be required by law to deem the funds to be abandoned after a certain period of inactivity (a “Dormant Good Tree Account”). Where required by law, we will attempt to notify you if we believe your account is a Dormant Good Tree Account. If you do not respond to such attempts to notify you by providing instructions as to how to handle your remaining Good Tree Balance, our Financial Institution Partners will deliver them to the appropriate government authority.
Once your Good Tree Account has been successfully created, we grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Good Tree Account, the Good Tree Platform and the Good Tree-Enabled Services.
Good Tree licenses certain technology from its partners in order to provide you the Services and the Good Tree Platform. In addition, Good Tree is the owner of certain other rights, interest, and title in and to intellectual property in the Services and the Good Tree Platform (including without limitation any patents, copyrights, rights of publicity, trademarks, logos, designs, trade dress, and trade secrets). The intellectual property owned or licensed by Good Tree is hereinafter referred to as the “Good Tree Intellectual Property.”
All rights in the Good Tree Intellectual Property not expressly granted to you in these TOS are reserved. You shall not and shall not allow any third party to use your Good Tree Account and the Good Tree-Enabled Services to: (i) claim or register any Good Tree Intellectual Property on your behalf or on behalf of others; (ii) import or export any portion of the Good Tree Platform or Services to a person or country in violation of export control laws; (iii) copy, reproduce, post, transmit, resell or distribute the Good Tree-Enabled Services or any content or data obtained through the Good Tree-Enabled Services or our website; (iv) access or attempt to access non-public Good Tree information; (v) hack or develop workarounds to any technical limitations placed on your Good Tree Account by Good Tree or Good Tree’s affiliates; (vi) reverse engineer the Good Tree Services, the Good Tree Platform or any component of the Good Tree-Enabled Services; (vii) engage in any activity that would interfere with or affect Good Tree’s ability to provide the Services, the Good Tree Platform or the Good Tree-Enabled Services, including sending an unreasonably large number of requests in quick succession to the Good Tree Platform; or (viii) attempt any of the foregoing.
We may close your Good Tree Account or terminate your access to the Services, the Good Tree Platform or the Good Tree-Enabled Services without liability, for any reason, upon notice to you. Good Tree reserves the right to modify or terminate the Services, the Good Tree Platform and the Good Tree-Enabled Services at any time, for any reason.
You agree that any past, present, or future dispute, claim or controversy relating in any way to your Good Tree Account, the Services, the Good Tree Platform or use of the Good Tree-Enabled Services, or any other relationship or transaction between you and us, will be resolved by binding arbitration as discussed below, and not through litigation in any court. Such disputes are called “Claims” for purposes of this agreement. This binding agreement to arbitrate applies regardless of whether the dispute is between you and us jointly or separately. This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16.
The arbitration shall be conducted under New Era ADR, Inc. (https://neweraadr.com/) (the “New Era Platform”) in accordance with its rules and procedures for “Virtual Standard Arbitrations” by a professional neutral(s) with substantial experience in resolving commercial disputes. Unless you and Good Tree agree otherwise, or unless the arbitration administrator’s rules or law require otherwise, the arbitration shall be conducted virtually. The arbitrator will decide the Claim in accordance with all applicable law, including recognized principles of equity and statutes of limitations, and will honor all privileges recognized by law. The arbitrator will have the authority to award to a party any damages or relief provided for under applicable law. The arbitrator’s decision shall be final and legally binding, and may be enforced by any court having jurisdiction.
ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT APPLY IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION, THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED OR ELIMINATED IN ARBITRATION. ALL OF THESE JUDICIAL RIGHTS ARE WAIVED WITH RESPECT TO CLAIMS.
To the fullest extent permitted by law, the parties agree that no class actions or similar process, and no joinder or consolidation of any Claim with a Claim of any other person or entity, shall be allowable. In arbitration, the arbitrator shall have no authority to entertain any Claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of, or against, any class, group, person, or entity who is not a named party to the arbitration. In the event that there is a dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court rather than by an arbitrator; and to the extent it is determined that resolution of a Claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration. In the event that any dispute proceeds in court, each party irrevocably waives any right to trial by jury in any proceeding with regard to any Claim.
You agree to defend, indemnify and hold harmless Good Tree, our Financial Institution Partners, and our and their respective officers, directors, agents, employees, and suppliers from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from: (a) your violation of these TOS or any other applicable terms or policies of Good Tree or our Financial Institution Partners; (b) your use of the Services, your Good Tree Account, the Good Tree Platform or the Good Tree-Enabled Services; (c) your negligence or willful misconduct; and/or (d) your actual or alleged violation of any third party rights, or any applicable laws, regulations or rules.
IN NO EVENT SHALL GOOD TREE, OUR FINANCIAL INSTITUTION PARTNERS, OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (i) THESE TOS, (ii) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE GOOD TREE SERVICES, THE GOOD TREE PLATFORM, YOUR ACCOUNT OR GOOD TREE-ENABLED SERVICES, OR (iii) ANY GOODS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING THE GOOD TREE SERVICES, PLATFORM, ACCOUNT, OR GOOD TREE-ENABLED SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, REGARDLESS OF WHETHER GOOD TREE OR OUR FINANCIAL INSTITUTION PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GOOD TREE OR OUR FINANCIAL INSTITUTION PARTNERS’ LIABILITY AND THE LIABILITY OF OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS EXCEED THE FEES GOOD TREE HAS RECEIVED FROM YOU THROUGH YOUR USE OF THE GOOD TREE SERVICES. GOOD TREE AND OUR FINANCIAL INSTITUTION PARTNERS SHALL NOT BE JOINTLY LIABLE FOR ANY MATTERS HEREUNDER. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
THE SERVICES, YOUR GOOD TREE ACCOUNT, THE GOOD TREE PLATFORM AND THE GOOD TREE-ENABLED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. USE OF THE GOOD TREE SERVICES, ACCOUNT, THE GOOD TREE PLATFORM, AND GOOD TREE-ENABLED SERVICES IS AT YOUR OWN RISK. GOOD TREE, OUR FINANCIAL INSTITUTION PARTNERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER GOOD TREE NOR OUR FINANCIAL INSTITUTION PARTNERS REPRESENTS OR WARRANTS THAT THE SERVICES, YOUR GOOD TREE ACCOUNT, PLATOFRM OR THE GOOD TREE-ENABLED SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GOOD TREE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER GOOD TREE NOR OUR FINANCIAL INSTITUTION PARTNERS SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT OF TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You understand and agree we will not be held responsible for any losses or damages resulting from suspension of Services due to extraordinary events or circumstances beyond our control. In such an event, Good Tree may suspend the Services, your Good Tree Account, the Good Tree Platform and the Good Tree-Enabled Services and our Financial Institution Partner may suspend service and access to funds in a holding account.
You may not transfer or assign any rights or obligations you have under this TOS. Good Tree reserves the right to transfer or assign any rights or obligations under these TOS at any time.
In the event you breach or threaten breach of these TOS, you acknowledge and agree that we will be greatly and irreparably damaged and the damage will be difficult to quantify. Therefore, we may apply to any court of competent jurisdiction accepting jurisdiction under this specific provision, who, regardless of the Governing Law provision in Section 20, infra, will apply the laws of its own jurisdiction in determining whether we will be granted an injunctive or other equitable relief to stop your breach or your threat of breach, without impairing, invalidating, negating or voiding our rights to relief in either law or equity.
Good Tree, in its sole discretion, reserves the right to take all action or inaction relating to enforcement of these TOS and any other Site Policy as allowed by law.
You agree that the laws of the State of Illinois, without regard to principles of conflict of laws, govern these TOS and any claim or dispute that has arisen or may arise between the parties.
These TOS, along with any applicable terms and policies set forth the entire understanding between the parties with respect to the Services, your Good Tree Account, the Good Tree Platform and the Good Tree-Enabled Services. Any failure of Good Tree or our Financial Institution Partners to enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. Any terms which by their nature should survive, will survive the termination of these TOS.
If any provision of these TOS is deemed unlawful, void, voidable or unenforceable for any reason by any court or other tribunal of competent jurisdiction, then such provision(s) shall be reformed without further action by the parties to the extent necessary to make such provision(s) valid and enforceable when applied to such facts or circumstances, with the objective of achieving as nearly as legally possible the same effect.