GoldMoney Customer Agreement

GoldMoney Customer Agreement in PDF Format Please Print This Agreement for Future Reference

Effective Date: 13 March 2013 (12 April 2013 for Holdings established before 13 March 2013)

Our legal structure

GoldMoney is the registered business name of Net Transactions Limited which provides the service of storing Metal for its Customers and executes Customer instructions to make Metal Payments. GoldMoney is regulated by the Jersey Financial Services Commission under the Financial Services (Jersey) Law 1998 for the conduct of Money Services Business.
GoldMoney’s affiliated company is called Net-Gold Services Limited which is referred to in this Agreement as “Net-Gold”. GoldMoney and Net-Gold are together referred to in this Agreement as the “Companies”. Net-Gold enables Customers to buy and sell Metal and in providing these services operates facilities for Customers to hold Customer Money in accordance with the terms of this Agreement, on a segregated basis.
The Companies are limited liability companies incorporated in accordance with the laws of Jersey, British Channel Islands. The Companies have their registered offices at 1st Floor, 32 Commercial Street, St Helier, Jersey, JE2 3RU, British Channel Islands. The use of “We”, “Us” and “Our” in this Agreement means the Companies together.

Acceptance of the Customer Agreement

A person becomes Our Customer by registering for a Holding at the GoldMoney Website and satisfactorily completing the verification requirements of Our Customer Acceptance Policy. The use of “You” and “Your” in this Agreement means the person who is Our Customer, and in the case of Joint Holdings includes all Joint Customers.
By establishing a Holding You agree:
1. that this Agreement documents the contractual relationship between You and Us;
2. to be bound by the provisions of this Agreement, and by the rights and obligations created in the terms of this Agreement, as amended from time to time;
3. to comply with all relevant laws of any territory of which You are a citizen, national or subject, and of any territory in which You are resident from time to time, and of any other territory from which You access the GoldMoney Website, including, without limitation, the laws of the Island of Jersey;
4. that in respect of any matter concerning Your Holding, You may only contact Us securely via the Message Box. You agree to receive communications from Us in the same way and warrant that You will not attempt to circumvent the receipt of any message. You shall be deemed to have received a message posted in Your Message Box on the day that it was posted. An e-mail notification is also sent to Your Email Address each time a message is posted in Your Message Box which shall be deemed to have been received on the day on which it is sent in accordance with clause 2.D.
You acknowledge that We may operate different types of Holdings as follows:
1. each type of Holding available to You will be stated on the GoldMoney Website and will be indicated to You during the process for registering Your Holding;
2. certain types of Holdings may not be available to the residents of certain countries;
3. certain types of Holdings may not have access to Our full range of services. These restrictions will be stated on the GoldMoney Website and indicated to You during the process of registration of Your Holding;
4. each type of Holding will be subject to fees in accordance with clause 9;
5. We may at any time change the available services and fees associated with a certain type of Holding but any such changes will be made in accordance with clause 2.D.
We may vary or amend the terms or provisions of this Agreement, including the Privacy Policy and the Disclaimer and any increases in fees charged by GoldMoney but excluding fees charged by Net-Gold which are covered by the notification requirement in clause 9.C, by giving You thirty (30) days written notice of any variation or amendment, which notice if posted to Your Message Box or Email Address shall be deemed to have been received by You on the day it was posted. You shall be deemed to have agreed to any variation or amendment of the terms or provisions of this Agreement by Your continued use of services provided by Us after notification given in accordance with this clause.

Interpretations

“Buy Fees” means the fees that We will charge You in accordance with clause 9.B.i, upon any purchase by You of Metal;
“Chain of Integrity Standard” means the minimum standard which Metal must meet before it will be accepted by Us, which standard at present is,
1. in the case of large gold and silver bars, the same standard as set out in the London Good Delivery Standard established by The London Bullion Market Association, details of which can be obtained at http://www.lbma.org.uk;
2. in the case of small gold and silver bars newly fabricated bars produced by a refiner on the LBMA Good Delivery List and delivered directly by the LBMA refiner to the Vault; and
3. in the case of platinum and palladium, the specification provided in the London/Zurich Good Delivery List, maintained by the London Platinum & Palladium Market, details of which can be obtained at http://www.lppm.com;
“Companies” means “Net-Gold” and GoldMoney together;
“Customer” means each person who has registered for a Holding at the GoldMoney Website and has satisfactorily completed the verification requirements of Our Customer Acceptance Policy;
“Customer Acceptance Policy” or “CAP” means the Customer Acceptance Policy that appears on the GoldMoney Website as amended from time to time, which policy forms part of this Agreement;
“Customer Money” means all and any money in whatever National Currency held by Net-Gold for and on behalf of You. All Customer Money is held in a fiduciary capacity and not for Net-Gold’s own account. You bear any risk related to the banks with whom Customer Money is held;
“Customer Segregated Funds Account” means the several accounts Net-Gold maintains with its banks in which Customer Money is kept until You use it to purchase Metal or remit to Your personal bank account;
“Disclaimer” means the general disclaimer of liability that appears on the GoldMoney Website, which disclaimer forms part of this Agreement;
“Email Address” means the email address that You provide to Us at the time that You register for a Holding in accordance with clause 2.A;
“GoldMoney” means Net Transactions Limited;
“GoldMoney Website” means the website accessible at http://www.goldmoney.com as amended from time to time;
“Holding” means the electronic record of:
1. the quantity of grams of gold held by You at the Vault, which quantity is expressed as GoldGrams® and Mils;
2. the quantity of ounces of silver held by You at the Vault, which quantity is expressed as Silver Ounces and fractions thereof up to one thousandth of an ounce;
3. the quantity of grams of platinum held by You at the Vault, which quantity is expressed as Platinum Grams and Mils;
4. the quantity of grams of palladium held by You at the Vault, which quantity is expressed as Palladium Grams and Mils;
5. the quantity of Registered Bars held by You at the Vault, which quantity is expressed in whole bars and display of corresponding bar serial numbers;
6. any Customer Money held by You with Net-Gold;
7. Your transactions with Us;
8. the fees levied by Us for services provided to You;
“Holding Number” means the unique number assigned to You at the time You establish a Holding;
“JFSC” means the Jersey Financial Services Commission, which is the regulatory body in Jersey, British Channel Islands that has responsibility for the supervision of financial services business including that conducted by GoldMoney;
“Joint Customer” means each Customer who owns a Joint Holding together with any other Customer;
“Joint Holding” means a Holding owned by two or more Customers jointly and which Holding is subject to the normal rules relating to rights in the property held jointly and rights of survivorship pursuant to the laws of the Island of Jersey;
“Message Box” means the secure electronic communication tool available for use in Your Holding and accessible via the GoldMoney Website;
“Metal” means physical gold, silver, platinum or palladium that meets the Chain of Integrity Standard. GoldMoney records the Metal held by You at the Vault in terms of GoldGrams®, Silver Ounces, Platinum Grams and Palladium Grams; or as a Registered Bar as described above in the explanation of the term 'Holding”;
“Metal Payment” means the transfer of Metal by GoldMoney from the Holding of one Customer, on their instruction, to the Holding of another Customer;
“Mil” means one thousandth of a GoldGram, Platinum Gram or Palladium Gram, as appropriate;
“National Currency” means the national currency of any territory which is accepted by Us in exchange for Metal from time to time;
“Net-Gold” means Net-Gold Services Limited;
“Password” means the alphanumeric string of at least eight characters in length with at least one number and one letter that is used to access a Holding;
“Privacy Policy” means the privacy policy disclosed on the GoldMoney Website, which policy forms part of this Agreement;
“Registered Bar” means a whole bar of Metal, and not a fraction of a bar of Metal, which is marked and recorded as the property of a particular Customer, in which no other person has an interest, save for GoldMoney in respect of any fees or charges due to it and in accordance with this Agreement;
“Sell Fees” means the fees that We will charge You in accordance with clause 9.B.i, upon any sale by You of Metal;
“Vault” means the service provider appointed by Us in accordance with clause 8 to store Metal on behalf of Customers;
“We”, “Us” and “Our” means both Net Transactions Limited (“GoldMoney”) and Net-Gold Services Limited (“Net-Gold”). Certain parts of this Agreement require specific reference to either GoldMoney or Net-Gold in which case each company is referred to explicitly;
“You” and “Your” means the person who is Our Customer, and in the case of Joint Holdings includes all Joint Customers.

Verifying Customer identity and source of funds

As a condition of You becoming a Customer, You must comply with the Customer Acceptance Policy for verifying Your identity and the source of funds remitted to Us as described on the GoldMoney Website at: http://www.goldmoney.com/cap-faq.
We may at Our discretion lock a Holding and/or terminate the Customer Agreement in the event of any failure or suspected failure to comply with the Customer Acceptance Policy including any requests made thereunder by Us at any time for relevant information and/or documentation. Locking will prevent You from accessing Your Holding, making payments, including Metal Payments, removing National Currency, and purchasing, selling or removing Metal. In this event Our liability to You will be limited as described in clause 12.E.ii.

Joint Holdings

You may grant additional persons full access to Your Holding at which point, subject only to the satisfaction of clause 5.B, the Holding will be treated as a Joint Holding. In this event You agree that this Agreement binds all persons having an interest in Your Holding (each a “Joint Customer” and that You shall, together with any Joint Customer, be jointly and severally liable for any Customer obligations in respect of this Agreement.
Each Joint Customer agrees to comply with the terms of clause 4 of this Agreement for the verification of identity and source of funds, and will only become a Joint Customer upon satisfaction of the requirements set out in clause 4.

Transaction and Metal Payment instructions

You may acquire Metal within Your Holding as follows:
1. You, by providing GoldMoney with instructions that are in all respects satisfactory to the Vault, may cause to be delivered to the Vault, Metal which meets the Chain of Integrity Standard;
2. You may buy Metal from Net-Gold using National Currency as payment, in respect of which Metal be added to Your Holding; and/or
3. In jurisdictions where this service is offered, You may receive a Metal Payment from another Customer.
By giving instructions to Net-Gold, You may sell Metal and remove Metal from Your Holding in exchange for National Currency, or exchange one Metal for another Metal, for example to exchange a quantity of gold in return for a quantity of silver.
Net-Gold does not pay interest on Customer Money. Interest may be paid by the respective banks with whom Customer Money is held, in which case such interest will be retained by Net-Gold.
You may at any time request Net-Gold to transfer Customer Money to Your bank account. Net-Gold reserves the right to restrict the transfer out of Customer Money, whether by bank wire or other means, until it is reasonably certain that the Customer Money has passed any repudiation period based on the payment method used to transfer it to Net-Gold.
In giving a Metal Payment instruction to GoldMoney You authorise GoldMoney to record a decrease of Metal in Your Holding and to record an increase of Metal in any other Holding nominated by You in the instruction. GoldMoney will not act on any Metal Payment instruction given by You if You do not hold sufficient Metal in Your Holding.
A valid Metal Payment instruction received from You shall be actioned by GoldMoney immediately on receipt of the instruction and is irrevocable and irreversible.

Use of the Internet

You acknowledge that the primary method of accessing Your Holding, giving instructions to Us and communicating with Us, via Our customer support department, is through the internet.
You shall be responsible for all telephone, cable, line and/or internet service provider, or similar charges incurred when using Our services or accessing the GoldMoney Website, if any.
In order to access Your Holding You must be in possession of a Holding Number and a Password, which Password is established by You and may be changed at any time by You. You must not disclose the Password for Your Holding to any third party or allow any third party access to the Password.
You agree that We are, in respect of any instruction received from a person using Your Holding Number and Password, entitled to assume that the person is You.
You must inform Us of any changes to Your contact details and other information provided to Us, including, but not limited to postal address, Email Address and telephone numbers. We may periodically contact You to validate information. If You do not respond, Your Holding may be locked until We can verify Your current contact information.
You agree to use only legally purchased software, to implement adequate anti-virus and firewall protection and to apply all security related software updates on any computer and internet interface equipment that You may use to access Your Holding.
You shall be responsible for protecting the confidentiality of Your Password and shall change the Password as soon as is possible should the confidentiality of Your Password become compromised in any way. Please read Our Security FAQ at: http://www.goldmoney.com/security-faq.
In the event that You lose or forget Your Password, a new Password may be requested by submitting a Lost Password Request on the GoldMoney Website in accordance with the procedure stated on the GoldMoney Website. You agree that We may charge a service fee to Your Holding for issuing a new Password.
In the event of a failure of the internet for whatever reason which prevents access from the region or country in which You are resident, We will undertake on a best efforts basis to operate Your Holding by alternative methods including telephone, facsimile or post. You agree to provide verification of Your identity as requested by Us before We can act on any instructions that You give to Us using such alternative methods of communication.

Storage of Metal

You hereby authorise Us to arrange for the storage, transportation and insurance of Your Metal, as may be necessary in the circumstances. This authority shall be deemed to include an authority to enter into contracts on Your behalf as Your agent in respect of the storage, transportation or insurance of Your Metal but shall not be construed as an obligation to enter into any such contracts.
Every Holding records the GoldGrams (grams of gold), Silver Ounces (ounces of silver), Platinum Grams (grams of platinum) or Palladium Grams (grams of palladium) You own. The value of Your GoldGrams, Silver Ounces, Platinum Grams or Palladium Grams can rise or fall when measured against National Currency. You assume this exchange rate risk.
For every GoldGram, Silver Ounce, Platinum Gram and Palladium Gram held in accordance with this clause 8, there is an identical quantity of grams of gold, ounces of silver, grams of platinum and grams of palladium, as measured by fine weight, in allocated storage at the Vault. Allocated storage means that the grams of gold, ounces of silver, grams of platinum and grams of palladium are contained within discrete and identifiable forms of physical bullion that meet the Chain of Integrity Standard, which bullion is held free and clear from any claim which GoldMoney or the Vault may have against You, except where such claim arises from fees owing to Us and/or the Vault under this Agreement.
Subject to 8.E below, the Metal held in Your Holding quantifies Your undivided interest in the bars of allocated Metal stored at the Vault on behalf of all GoldMoney Customers. An undivided interest means that Your Metal is combined with the Metal owned by other GoldMoney Customers in the bars of Metal in allocated storage at the Vault.
Provided that You hold sufficient Metal You may elect to hold Registered Bars each of which meets the Chain of Integrity Standard. No fraction of a bar may be held as a Registered Bar.
You hereby authorise Us to select the serial numbers and the LBMA refiner of the Registered Bars allocated to You.
It is recorded that:
1. Subject to clause 8.G.ii, title to the Metal in allocated storage at the Vault shall at all times vest in the relevant Customers. GoldMoney arranges storage of all such Metal as Your agent and not for its own account;
2. GoldMoney has no proprietary interest in Metal in storage, except where such claim arises from fees owing to Us and/or the Vault. For the avoidance of doubt, Net-Gold may hold Metal in storage for its own account as stock in trade for its business and in this respect Net-Gold is a Customer of GoldMoney;
3. The extent to which You own Metal in storage in the Vault shall be recorded in Your Holding;
4. You agree to keep Your Metal held with GoldMoney free from any liens, encumbrances, charges or claims;
5. The Vault maintains insurance at least equal to one hundred percent (100%) of the value of Metal owned by Customers. This evidence of insurance may be viewed at: http://www.goldmoney.com/insurance-certificates.
You may, by providing GoldMoney with delivery instructions, which instructions must be in the form prescribed from time to time by GoldMoney and the Vault, at any time request GoldMoney to arrange for physical delivery to You of the Metal in Your Holding, provided that You hold sufficient Metal. The specification of bars available for delivery are described on the GoldMoney Website and will at all times include bars of Metal which meet the Chain of Integrity Standard. Delivery fees and any associated fees that might accrue as a result of a delivery request are described on the GoldMoney Website and include fees that may be charged by the Vault and by any other person for acting on the delivery instructions, deregistration fees for Registered Bars and fabrication fees that will be charged if You choose small bars which have not been previously held as Registered Bars in Your Holding.

Fees

You hereby authorise GoldMoney to deduct from Your Holding any fees that You may incur by using services provided by GoldMoney including the following:
1. Storage fees, including the charges incurred and due by GoldMoney to the Vault in respect of the storage of Your Metal pursuant to any agreement between GoldMoney and the Vault, as well as an administration fee, due to GoldMoney in relation to the procurement of such storage, shall be deducted from Your Holding periodically;
2. Payment fees, in respect of any Metal Payment instruction, which fees shall be deducted from Your Holding at the time of the payment;
3. Registration and deregistration fees, in respect to any Registered Bar in Your Holding shall be deducted at the time of registration and/or deregistration;
4. Other fees as set out in the Fee Schedule from time to time, which is published on the GoldMoney Website.
You hereby authorise Net-Gold to charge a fee on each occasion that You conduct a transaction with Net-Gold including the following:
1. Buy Fees and Sell Fees when You buy Metal from, or sell Metal to, Net-Gold;
2. Metal exchange fees on each occasion that You exchange one Metal for another Metal or exchange Metal between Vaults through Net-Gold;
3. Other fees as set out in the Fee Schedule from time to time, which is published on the GoldMoney Website.
Any increase of the fees in clause 9.A charged by GoldMoney is subject to thirty (30) days prior written notification as described in clause 2.D before taking effect. However You hereby agree that no such notification is required for any variation of, or amendment to, fees in clause 9.B charged by Net-Gold provided that the fees charged by Net-Gold are displayed to You on the transaction input screen on the GoldMoney Website before You commit to any transaction with Net-Gold. Net-Gold will seek to provide You with as much notice of any changes to its fees as is practicable which shall in all cases be subject to prevailing market conditions.
You acknowledge that We may provide different types of Holdings as described in clause 2.C and that certain types of Holdings may be subject to different fees. You acknowledge that You understand that We will state the fees applicable to each type of Holding on the GoldMoney Website.
For further information on fees, please see http://www.goldmoney.com/fees.

Termination

This Agreement will remain in effect and will bind You and Us until such time as Your Holding is closed. We may in Our entire discretion terminate this Agreement for any reason whatsoever, including any breach of this Agreement by You.
The termination of this Agreement does not relieve Us of Our obligations to account to You for the Metal and Customer Money within Your Holding. In circumstances of termination, You can choose to take delivery of Your Metal in accordance with clause 8.H or to have the value of Your Metal added to the balance of Customer Money less any applicable fees and charges in accordance with this Agreement.
If no account details are held for You or if We are not able to make an electronic transfer of Customer Money to Your bank account for whatever reason, then Our obligations hereunder will be satisfied by sending a cheque to the value calculated in accordance with clause 10.B, payable to You, to Your last known address.
The termination of this Agreement in accordance with this clause 10, shall take effect to include the termination of the benefit of the continuing arrangements in respect of the storage of Your Metal, with the Vault.

Confidentiality and privacy

We recognise Your right to confidentiality and privacy and agree that, except when required to provide information to comply with any regulatory or legal obligations imposed upon Us or any form of legal process, access to information about You is only provided to Our staff and agents and associated service providers, and then only on a need-to-know basis.
We warrant that We shall at all times be bound by the principles set out in the Privacy Policy that appears on the GoldMoney Website, which policy shall be deemed to form part of this Agreement.

Limitation of liability

All orders to buy, to sell or to exchange Metal and instructions to make Metal Payments placed through GoldMoney’s online systems are accepted on a best efforts basis only. We shall not be responsible for errors, negligence or inability to execute orders or make Metal Payments, nor shall We be responsible for any delays in the transmission, delivery or execution of Your order due to breakdown or failure of transmission or communication facilities, or to any other cause or causes beyond GoldMoney’s reasonable control or anticipation including (without limitation) volatile markets and/or trading disruptions.
If You believe that any item reported in Your Holding is incorrect, or that any unauthorised or fraudulent activity has taken place, You must contact Us immediately. We will make every reasonable effort to restore Your Holding to the position it was in prior to the said activity, but You acknowledge that if You notify Us more than one (1) business day after the said activity occurred, Our ability to restore Your Holding may be limited.
You will not be held responsible for any unauthorised or fraudulent payments or withdrawals arising from:
1. any loss or damage caused by unauthorised, fraudulent or grossly negligent acts committed by Us; or
2. any loss or damage resulting from a breach of security of GoldMoney’s Website except where such payments or withdrawals resulted from the misuse of Your Password.
We shall under no circumstances be liable to You for:
1. any special, general, direct, indirect, incidental or consequential damages, even if We had been advised of the possibility thereof; or
2. any damages resulting from latent defect, loss of data or profits.
We shall be relieved from Our obligations under this Agreement if and to the extent that We are unable to carry out all or any of Our obligations hereunder owing to:
1. Wars, civil commotion, vis major, acts of God, strikes, riots, lockouts, governmental controls or restrictions, non-availability of any equipment or telecommunications or computer systems or any other causes beyond the reasonable control of GoldMoney and Net-Gold; and/or
2. Neglect, serious fault or wilful misconduct on the part of You or any Joint Customer including any failure to keep Your Password secure and any failure to comply with our Customer Acceptance Policy as described in clause 4.

Intellectual property rights

You acknowledge that any and all of the intellectual property rights including, but not limited to, trademarks, service marks, trade names, copyright and other rights used or embodied within the GoldMoney Website are and will remain Our sole property.
All information and material supplied by Us to You, excluding Your Holding balances and other information specific to Your Holding, constitutes part of Our confidential and proprietary information except for any such information or material in the public domain through no fault of Yours. You may not reproduce, copy or disclose such confidential and proprietary information without Our prior written consent.
You warrant that You will not, nor shall You attempt to, tamper with, modify, reverse engineer, gain unauthorised access to, or in any way alter any of Our software or the GoldMoney Website. You understand that We will close Your Holding immediately, and may take legal action against You if You breach, or We reasonably suspect that You may have breached, this warranty.

Actions for dormant Holdings

If You fail to access Your Holding for a period of seven (7) years, Your Holding will be deemed to be dormant. In such circumstances We will make such reasonable efforts as We may in Our absolute discretion consider appropriate to locate You.
If, following such efforts, We are unable to locate You, it shall be presumed that You are deceased and/or dissolved (or equivalent) and We will then seek to contact such next of kin, successor or alternative contact person or entity as has been notified to Us. If, having made reasonable efforts in the circumstances, We are unable to trace You or any next of kin or successor or alternative contact person Your Holding will be deemed abandoned and Your Holding will be closed with all and any Metal or Customer Money in the Holding being forfeited and paid to GoldMoney. We may levy such fee or charge as We may consider reasonable in respect of actions taken to locate a Customer, next of kin, successor or equivalent.

Right of set-off

You agree that We may, at Our sole discretion and without notice to You or any Joint Customer, appropriate any Metal or convert any Metal into National Currency and use the Metal so appropriated or the proceeds of that conversion together with any Customer Money You hold either solely or on a joint basis with Us to set-off any of Your liabilities or obligations to Us.
You agree and irrevocably instruct Us that We may without notice and at Our discretion:
1. treat any outstanding transaction as having been cancelled and terminated;
2. arrange the sale of Metal to realise National Currency to cover any outstanding amount, obligation or liability owed by You to Us;
3. close out, replace or reverse any transaction in such manner as We consider necessary to reduce or eliminate loss or liability in respect of any of Your outstanding contracts or commitments;
4. deregister and arrange the sale on Your behalf of any Registered Bar to realise Metal or National Currency to cover any outstanding amount, obligation or liability owed by You to Us; and/or
5. combine or merge any of Your Holdings in order to set-off any sums standing to the credit of these Holdings with any outstanding amount, obligation or liability owed by You to Us.

Winding-up or bankruptcy of GoldMoney

If any resolution is passed or order is made by a court or other competent authority for the dissolution, receivership, winding-up or liquidation of GoldMoney, or any declaration is made in relation to GoldMoney under the Bankruptcy (Désastre) (Jersey) Law 1990, Part 21 of the Companies (Jersey) Law 1991, or equivalent (together, a “Termination Event”), any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, the Viscount of the Royal Court of Jersey or similar officer who is appointed in respect of the affairs of GoldMoney (the “Appointed Person”) will, subject always to applicable law, make such reasonable efforts as the Appointed Person may consider appropriate, using such information as the Appointed Person may hold, to locate You. If, having made such reasonable efforts, the Appointed Person is unable to locate You or Your next of kin or successor, the Appointed Person may after the expiry of seven (7) years commencing with the date of the Termination Event, deem Your Holding abandoned and the Holding will be closed with all and any Metal or Customer Money comprising the Holding being forfeited.
Subject to the direction of the Appointed Person, on the winding-up or bankruptcy of GoldMoney, You can request distribution from the Vault of Your Metal in accordance with the procedure for delivery of Metal defined in clause 8.H. Any Metal that You choose not to have delivered to You or which represents the balance of Your Holding which does not equate to whole bars will be sold at prevailing market rates. Such proceeds and the balance of Customer Money will be transferred to You upon Your instruction either to Your bank account or by sending a cheque payable to You to Your last known address, less any outstanding fees.

Severability

Governing law