DRAFT ONLY FOR DISCUSSION AND REVIEW.
These Terms of Service ("Agreement") should be read carefully before using the services offered by Cunsumptive Use Token Exchange and those of its subsidiaries and affiliates (collectively "GMTX"), or accessing the websites of GMTX.Exchange or those of its subsidiaries and affiliates. This Agreement sets forth the legally binding terms and conditions for your use of the website at www.GMTX.exchange (the "Site") and the services owned and operated by GMTX Advisors Corp (collectively with the Site, the "Service"). By using the Site or Service in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by GMTX from time to time on the Site, each of which is incorporated by reference and each of which may be updated by GMTX from time to time without notice to you.
Your use of the Site is governed by the version of this Agreement in effect on the date of use. GMTX may modify this Agreement at any time and without prior notice. Your continued use of and access to the Site constitutes your acknowledgement of, and agreement to, the then current Terms of Service and to having reviewed the most current version of the Terms of Service. Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and GMTX, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with GMTX, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all the terms of this Agreement and/or GMTX's Privacy Policy, you are not eligible to participate in GMTX's Service or otherwise use this Site. This Agreement applies to all users of the Site or Service, including applicants ("Applicants"), listed companies ("Companies") and investors ("Investors"), who in any way use the Site or Service provided by GMTX (in each case, a "User").
GMTX reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and GMTX does not undertake any obligation or responsibility to update or amend any such information. GMTX further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that GMTX and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
Qualifications
The Service is available only to Users who are at least 16 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. GMTX may, in its sole discretion, refuse to offer the Service or limit access to specific features of the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify GMTX for violations of this Agreement.
Stock Products
The purchase and sale of publicly traded stock on this Site is only suitable for Investors who are familiar with and willing to accept the high risk associated with startup investments. Companies seeking investment on GMTX tend to be in earlier stages of development and may not yet been fully tested in the public marketplace. Investing in startups and small businesses requires high risk tolerance and active engagement. Investors must be able to afford to lose their entire investment.
The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not insured and may lose value, and there is no bank or legal guarantee.
None of the information contained in the publicly available or non-trading portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared by without reference to any particular User's investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where GMTX is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.
Fees
GMTX charge fees for its Services. Before any fee is charged, the User will have to accept that charge through an action which they perform on the Site. Once accepted, the User agrees to the immediate withdrawal of the applicable fee from their Account. The User shall receive a receipt of the charge via email as well as documentation in their GMTX Account. For example, GMTX charges a fee for each executed trade. When the Investor places the order to purchase or sell the stock, they accept the documented charges for that service.
Modification of Agreement
GMTX reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time. Such modification shall become part of this Agreement and are automatically effective once posted on the Site or by sending you an email. This Agreement may not be orally amended. GMTX may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes.
Proprietary Rights
The GMTX logo is a trademarks and service mark of GMTX. GMTX or its licensors own and retain all proprietary rights in the Site, the Service and all material and information posted thereon ("Content"). The Site contains the copyrighted material, trademarks and other proprietary information of GMTX and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of GMTX.
In addition, to the extent you receive information from GMTX, Applicants, Companies or Investors with respect to any Investment activity on the Site; you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such party. You agree that GMTX may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; (f) make recommendations on how to better utilize the Services or (g) protect the rights, property, or personal safety of GMTX, its users, or the public.
Authorized User
Our Services and certain pages of the Site are available only to Applicants, Companies and/or Investors who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of additional information, submittal of legal documentation and satisfactory background information screening and/or identification verification. Only users of GMTX with a valid User ID and password are authorized to access such services and web pages.
Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party's use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. GMTX reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us at security@gmtx.exchange.
Use of Links
The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under GMTX's control, and you acknowledge that GMTX is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by GMTX or any association with its operators. You further acknowledge and agree that GMTX shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the GMTX Site and Service.
Third Party Content
Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively "Third Party Content"). GMTX does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that GMTX is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.
GMTX has the unilateral right to hide content if in their sole discretion they deem the information to be spam or overly commercial in nature or inaccurate and potentially damaging to the successful operation of the Service or to the value of a Company's share price. Users shall have the right to flag content as inappropriate as well and GMTX can choose to hide that content.
Trade Execution
GMTX has the unilateral right to pause or restrict trading of a specific Company if they feel it is necessary to prevent drastic changes in the price of the stock. GMTX also reserves the right to monitor all trades that take place and prevent an Investor from trading a particular stock if GMTX feels that the Investor is unfairly manipulating the value of the stock.
Copyright Policy
If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify GMTX as soon as possible by sending an email to copyright@gmtx.exchange with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, GMTX will also terminate a User's account if the user is determined to be a repeat infringer.
Privacy
GMTX is committed to protecting the privacy of its users and has developed a detailed Privacy Policy that describes our practices and procedures regarding your data. The Privacy Policy is available at here, and is incorporated herein by reference. Please review the Privacy Policy before accepting this Agreement.
By registering with or using GMTX Services, you consent to the collection and use of your personal information and the transfer of this information to the United States or other countries for processing and storage by GMTX.
An Investor which owns stock in a specific Company grants GMTX the explicit right to share their information with the designated representative of that Company. The Company shall agree that any direct communication with the shareholder is for the sole purpose of informing them of any issues effecting or pertaining to their ownership interest in the Company.
Limitations on Service
While it is our goal at GMTX to provide you with a useful, stable and available service, we cannot guarantee that there will be no unforeseen difficulties, technical or otherwise, which may, in rare cases, result in service interruptions or loss of data. For this reason, GMTX Services are provided strictly on an 'as is' basis. By accepting this Agreement, you agree that neither GMTX nor any of its third party service providers will be held accountable for any delays in transmission of your data, data loss, service interruptions or retention of user settings. For a brief overview of our policies regarding the safeguarding of your data, please view our Privacy Policy.
Termination
GMTX may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. If the terminated Account has any stock holdings, then GMTX is authorized to sell all the stock on the open market and at the current market value and deposit the proceeds in the Users Account. Upon termination the total amount of the Users account, minus any fees, will distributed to the User either electronically or via check.
Warranty Disclaimer
GMTX has no special relationship with or fiduciary duty to you. You acknowledge that GMTX has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release GMTX from all liability for you having acquired or not acquired Content through the Site. GMTX makes no representations concerning any Content contained in or accessed through the Site, and GMTX will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
GMTX neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.
GMTX makes no representation or warranty, express or implied, with respect to any third party data provided to GMTX or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. GMTX will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by GMTX or "force majeure" or any other cause beyond the control of GMTX.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
Electronic Communication Privacy Act Notice (18usc 2701-2711): GMTX makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. GMTX will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on GMTX's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
Indemnification
You shall defend, indemnify, and hold harmless GMTX, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. GMTX reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with GMTX in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL GMTX, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Governing Law; Arbitration
This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the Country of Curacao, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and GMTX, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the Arbitration Institute of the Netherlands Antilles ("AINA") under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AINA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against GMTX only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to GMTX, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to GMTX.
Integration and Severability
This Agreement is the entire agreement between you and GMTX with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and GMTX with respect to the Site. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
The English language version of this Agreement shall be the prevailing version in the event of any discrepancy between any translated versions of this Agreement.
GMTX.Exchange is not a registered broker-dealer under the U.S. Securities Exchange Act of 1934, as amended (the "1934 Act") and under applicable state laws in the United States. In addition, GMTX is not a registered investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act" and together with the 1934 Act, (“the Acts”), and under applicable state laws in the United States. Accordingly, in the absence of specific exemption under the Acts, this website and its respective contents do not constitute an offer or invitation to sell, purchase or subscribe for, any securities or any other banking, investment, insurance or other product or service to U.S. Persons. Any brokerage and investment advisory services described herein are not intended for U.S. Persons. Furthermore, any solicitation on this web site of any other banking, investment, insurance or any other products or services is not intended for U.S. Persons. “US Persons” are generally defined as a natural person, residing in the United States for 6 months or more per year or any entity organized or incorporated under the laws of the United States. US Citizens living abroad may also be deemed “US Persons” under certain rules. For the specific meaning of “US Persons” we refer to relevant US laws and regulations mentioned above. Neither any content of this website, nor any copy of documents available through this website may be sent to or taken into the United States or distributed in the United States or to a US Person.
June 2025